Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other than: (a) the Lender Indebtedness; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateNo Credit Party will, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Senior Notes; (c) the Subordinated Debt; (d) Indebtedness existing as of the Closing Date (other than the Senior Notes or the Subordinated Debt) as referenced in Section 6.10 (and renewals, refinancings, replacements or extensions thereof on terms and conditions no more favorable, in the aggregate, to such Person than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension); (e) Indebtedness in respect of current accounts payable (for the deferred purchase price of Property or services) from time to time and accrued expenses incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000extent not current, accounts payable and accrued expenses that are subject to bona fide dispute; (f) Indebtedness owing pursuant by one Credit Party to Interest Rate Swap another Credit Party or from a Non-Material Subsidiary to a Credit Party; (g) purchase money Indebtedness (including Capital Leases) incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (c) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (h) Indebtedness arising from Hedging Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders and not for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredspeculative purposes; (i) other Indebtedness incurred in connection with the settlement of the Company and its Subsidiaries which does product liability litigation not to exceed $3 million, in the aggregate aggregate; (j) from the Closing Date to September 30, 1999, other unsecured Indebtedness not to exceed $2,800,000 2,000,000 at any one time outstandingtime; and (jk) Subsidiary Indebtedness; PROVIDEDfrom October 1, HOWEVER1999 and thereafter, other unsecured Indebtedness if the aggregate amount incurrence of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall would not exceed 5% cause a violation of Consolidated Net Tangible AssetsSection 7.2(a).

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness of the Lender IndebtednessBorrower or any of its Subsidiaries under the Loan Documents; (b) (i) Indebtedness outstanding on the date hereof which is set forth Closing Date and listed on SCHEDULE 6.2Schedule 7.03(c); (c) accounts payable the First Lien Debt under the First Lien Loan Documents, subject to the terms of the Intercreditor Agreement, not to exceed, in the aggregate, $150,000,000 at any time; (for the deferred purchase price d) Indebtedness in respect of Property Swap Contracts designed to hedge against interest rates, foreign exchange rates or services) from time to time commodities pricing risks incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties permitted by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforSection 7.14; (e) Indebtedness evidenced incurred by the Senior NotesBorrower or any of its Subsidiaries in an Permitted Acquisition, up any other Investment expressly permitted hereunder or any Disposition permitted hereunder, in each case to the aggregate principal amount of $30,000,000extent and only to the extent constituting indemnification obligations; (f) obligations with respect to cash management services and other Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course respect of business netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company);deposit accounts; and (g) Capital Lease Obligations incurred after other Indebtedness the date hereof not to exceed aggregate value of which is less than $2,000,000; 1,000,000.00. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (hc) through (g) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness under purchase money debt (as or any portion thereof) and will only be required to be reported on include the financial statements amount and type of such Indebtedness in one or more of the Company pursuant to GAAP) not to exceed above clauses. The accrual of interest or dividends, the purchase price accretion of accreted value, the property acquired; (i) other Indebtedness accretion or amortization of original issue discount and the Company and its Subsidiaries which does not exceed payment of interest or dividends in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount form of all Subsidiary additional Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% be deemed to be an incurrence of Consolidated Net Tangible AssetsIndebtedness for purposes of this Section 7.03.

Indebtedness. CreateWithout the consent of Lender incur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other thanexcept, without duplication: (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (b) Indebtedness outstanding on the date hereof which is set forth Closing Date and listed on SCHEDULE 6.2Schedule 6.01(b); (c) accounts payable unsecured (for except to the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate extent permitted under GAAP shall have been established thereforSection 6.02(p), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notesunder Hedging Obligations that are designed to protect against fluctuations in interest rates, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements foreign currency exchange rates or commodity prices, in each case entered into in the ordinary course of business with the Agent or as approved and not for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Required Lenders Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04; (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations in an aggregate amount not to exceed $1,000,000 at any time outstanding; (i) Indebtedness in respect of bid, performance or surety bonds issued for the purpose account of hedging against fluctuations any Company in interest rates the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed) and (ii) Indebtedness with respect to letters of credit issued on money borrowed by behalf of any Company supporting obligations incurred in the Company)ordinary course of business, in an aggregate amount under the clause (f) not to exceed $2,500,000 at any time outstanding; (g) Capital Lease Contingent Obligations incurred after the date hereof not to exceed $2,000,000of any Company in respect of Indebtedness otherwise permitted under this Section 6.01; (h) Indebtedness under purchase money debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (as required to be reported on except in the financial statements case of daylight overdrafts) drawn against insufficient funds in the Company pursuant to GAAP) not to exceed the purchase price ordinary course of the property acquiredbusiness; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) other Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (j) Indebtedness of the Company Borrower and its Subsidiaries which does in an aggregate amount not to exceed in the aggregate $2,800,000 2,500,000 at any one time outstanding; and (jk) Subsidiary IndebtednessIndebtedness which represents a refinancing or renewal of any of the Indebtedness described in clauses (b) and (e); PROVIDEDprovided that (A) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, HOWEVER, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of all Subsidiary any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, and (C) the covenants, events of default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to Lender than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsthose contained in the Indebtedness being renewed or refinanced.

Indebtedness. Create, incur, assume or suffer to exist, or permit Neither the Company nor any of its Subsidiaries to shall create, incur, assume or suffer to exist, exist any Indebtedness, other than:Indebtedness except for the following (each of which shall be calculated without duplication): (a) Indebtedness under the Lender IndebtednessNotes; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Non-Recourse Indebtedness; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Recourse Indebtedness of the Company and its Subsidiaries which does is secured by Property of the Company or its Subsidiaries; provided, however, that (i) as of the Closing through December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness shall not exceed the aggregate principal amount of such Recourse Indebtedness outstanding as of the Closing; and (ii) after December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness shall not exceed $15,000,000; (d) Recourse Indebtedness of the Company and its Subsidiaries which is not secured by Property of the Company or its Subsidiaries; provided, however, that the aggregate principal amount of all such Recourse Indebtedness shall not exceed $33,000,000 at any time; (e) Indebtedness of a Subsidiary owed to the Company or any other Subsidiary; (f) Indebtedness arising in connection with Swaps entered into by the Company or its Subsidiaries for the sole purpose of fixing or hedging (i) interest rate risk with respect to any floating or fixed rate Indebtedness permitted by the terms of this Agreement to be outstanding or (ii) the value of foreign currencies purchased or received by the Company or its Subsidiaries in the aggregate $2,800,000 at any one time outstandingordinary course of business, provided that all such arrangements are entered into in connection with bona fide fixing or hedging operations and not for speculation; (g) Indebtedness of the Company and its Subsidiaries for trade accounts payable, provided that (i) such accounts arise in the ordinary course of business and (ii) no material part of such account is more than 90 days past due (unless subject to a bona fide dispute for which adequate reserves have been established); (h) Indebtedness of the Company and its Subsidiaries arising under workers' compensation, unemployment insurance and social security laws arising in the ordinary course of business; (i) Indebtedness of the Company arising under the Warrants; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVERSubordinated Indebtedness of the Company and its Subsidiaries to any other Person. With respect to the Recourse Indebtedness set forth in Section 10.8(d) above, the aggregate amount Company will take, or cause to be taken, all actions necessary to ensure that the obligations of all Subsidiary the Company under the Notes are and continue to rank at least pari passu in right of payment with such Recourse Indebtedness (other than Intercompany Indebtednessincluding without limitation (a) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsIndebtedness arising under the East West Bank Credit Agreement and (b) Indebtedness arising under the Tokai Bank Loan Agreement).

Indebtedness. CreateEach of the Credit Parties will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension, together with fees and expenses reasonably incurred in connection therewith; (c) accounts payable (for Indebtedness incurred after the deferred Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of Property furniture, fixtures and equipment provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such furniture, fixtures and equipment; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $25,000,000 at any time incurred outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the ordinary course date of business (whichsuch renewal, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryrefinancing or extension; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be required by GAAP shall have been made thereforfully subordinated to the Secured Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to the aggregate principal amount of $30,000,000manage existing or anticipated business risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise (on money borrowed by but not under standby, direct pay or other letters of credit except for the Company)Letters of Credit hereunder) generally; (g) Capital Lease Indebtedness in respect of Guaranty Obligations incurred after to the date hereof not to exceed $2,000,000extent permitted under Section 6.3; (h) Indebtedness in respect of Sale Leaseback Transactions to the extent permitted under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredSection 6.12; (i) performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (j) any Indebtedness owing by any Person prior to such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that such Indebtedness is not created in contemplation of such acquisition; (k) other unsecured Indebtedness or Subordinated Debt of Credit Parties which does not exceed $200,000,000 in the aggregate at any time outstanding; provided that (i) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that the Credit Parties will be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 after giving effect to any such Indebtedness and (ii) no Event of Default shall exist at the time of, or shall result from, the incurrence of such Indebtedness; and (l) other Indebtedness of the Company Credit Parties and its their Subsidiaries which does not exceed $25,000,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Borrower shall not, incur, assume or suffer to exist, or nor shall it permit any of its Restricted Subsidiaries to createto, issue, incur, assume assume, create or suffer to exist, have outstanding any Indebtedness; provided, other thanhowever, that the foregoing shall not restrict nor operate to prevent: (a) the Lender IndebtednessSecured Obligations of the Loan Parties and their Restricted Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) Indebtedness outstanding on purchase money indebtedness and Capitalized Lease Obligations of the date hereof which is set forth on SCHEDULE 6.2Loan Parties and their Restricted Subsidiaries in an amount not to exceed, in the aggregate at any one time outstanding, when taken together with Section 8.07(u), the greater of (x) $50,000,000 and (y) 20% of Adjusted EBITDA for the most recently ended Test Period; (c) accounts payable obligations of the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (d) endorsement of items for deposit or collection of commercial paper received in the deferred purchase price ordinary course of Property or servicesbusiness; (e) (i) intercompany indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) (i) intercompany indebtedness owing by an Excluded Subsidiary to a Loan Party; provided that such indebtedness results from a Permitted Intercompany Transfer, and (ii) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (g) Subordinated Debt from time to time outstanding; provided that (i) no Event of Default exists or would result from the incurrence of such Subordinated Debt and (ii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.24 hereof on a Pro Forma Basis after giving effect to the incurrence of such Subordinated Debt; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (x) $50,000,000 and (y) 20% of Adjusted EBITDA for the most recently ended Test Period; (i) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business business; (whichj) Indebtedness in respect of bids, if greater trade contracts (other than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforfor debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and guaranties by the Company appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business of any such obligations incurred by any Subsidiarybusiness; (dk) obligations for current taxesIndebtedness in respect of netting services, assessments overdraft protection, cash pooling arrangements, automatic clearinghouse arrangements, and other governmental charges similar arrangements, employee credit card program in each case, in connection with cash management and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefordeposit accounts; (el) Indebtedness evidenced by the Senior Notesand other obligations (including in respect of letters of credit, up to the bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments) in an aggregate outstanding principal amount not to exceed the greater of (x) $30,000,00035,000,000 and (y) 10% of Adjusted EBITDA for the most recently ended Test Period; (fm) Indebtedness owing pursuant representing deferred compensation to Interest Rate Swap Agreements entered into directors, officers, employees of any Loan Party or any Subsidiary of a Loan Party incurred in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)business; (gn) Capital Lease Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (o) Indebtedness arising from agreements of a Loan Party or its Restricted Subsidiaries providing for indemnification, adjustment of purchase or acquisition price and deferred or contingent purchase price obligations (including earnouts, holdbacks or similar obligations), in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the date hereof; (p) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions (“Acquired Indebtedness”), and extensions, renewals and replacements of any such Indebtedness (which such extensions, renewals and replacements shall not increase the principal amount thereof except by an amount equal to all accrued and unpaid interest and reasonable premium or other reasonable amounts paid, and reasonable fees and expenses incurred, in connection therewith); provided that such Indebtedness exists at the time the Person becomes a Restricted Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (q) unsecured Indebtedness of the Loan Parties and their Restricted Subsidiaries; provided, that (i) no Event of Default exists or would result from the incurrence of such Indebtedness, (ii) such Indebtedness shall not be senior in right of payment to the Obligations incurred and (iii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.24 hereof on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (r) Indebtedness existing on the date hereof and set forth in Schedule 8.7 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other amount paid, and reasonable fees and expenses incurred, in connection with such extension, renewal or replacement; (s) Guarantees (i) by the Borrower of Indebtedness otherwise permitted hereunder of any Restricted Subsidiary and (ii) by any Restricted Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any other Restricted Subsidiary; (t) Indebtedness in an aggregate amount not to exceed sum of (i) $2,000,000300,000,000 (minus any aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred pursuant to clause (i) of Section 2.16(a), plus (ii) an unlimited amount so long as after giving Pro Forma Effect to such Indebtedness, (i) with respect to Indebtedness that is secured on a pari passu basis with the Revolving Credit Facility, the Total Leverage Ratio shall not exceed 3.50 to 1.00, (ii) with respect to Indebtedness that is secured on a junior basis to the Revolving Credit Facility, unsecured or subordinated, the Total Leverage Ratio is no greater than the level then required under Section 8.24 and (iii) immediately prior to and after giving effect to such Indebtedness, no Event of Default shall have occurred and be continuing; provided that if the proceeds of such Indebtedness are used substantially concurrently to finance a Limited Condition Acquisition, then at the election of the Borrower, the foregoing condition in clause (iii) shall only be required to be satisfied on the LCT Test Date; provided, however, that on the date of the consummation of such Limited Condition Acquisition and the funding of such Incremental Facility, no Event of Default under Section 9.01(a), (j) or (k) hereof shall have occurred and be continuing. (u) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness (which such extensions, renewals and replacements shall not increase the principal amount thereof except by an amount equal to all accrued and unpaid interest and reasonable premium or reasonable other amounts paid, and reasonable fees and expenses incurred, in connection therewith); provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (u), when combined with the aggregate outstanding principal amount incurred pursuant to clause (b) above, shall not exceed the greater of, when taken together with Section 8.07(b), (x) $50,000,000 and (y) 20% of Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period; (hv) Indebtedness under purchase money debt (as required to be reported on the financial statements customary indemnification obligations in favor of the Company pursuant to GAAP) buyers of assets in connection with Dispositions not to exceed the purchase price of the property acquiredprohibited hereunder; (iw) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding[reserved]; and (jx) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsconstituting Incremental Equivalent Debt.

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding on the date hereof which is set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on SCHEDULE 6.2terms and conditions not materially less favorable to the applicable debtor(s)); (c) accounts payable purchase money Indebtedness (for including obligations in respect of capital leases or Synthetic Leases) hereafter incurred to finance the deferred purchase of fixed assets, provided that (i) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of Property the asset(s) financed and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) Indebtedness under the Permitted Securitization Transaction; provided that the Attributable Indebtedness thereunder shall not exceed $175,000,000 at any time outstanding; (e) obligations (contingent or servicesotherwise) from time to time incurred of the Borrower 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 (whichfor the purpose of directly mitigating risks associated with liabilities, if greater than 90 days past due date are being contested commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in good faith if reserves adequate under GAAP shall have been established therefor)the value of securities issued by such Person, and guaranties by not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Company in non-defaulting party from its obligation to make payments on outstanding transactions to the ordinary course of business of any such obligations incurred by any Subsidiarydefaulting party; (df) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforintercompany Indebtedness permitted under Section 8.02; (eg) Subordinated Indebtedness consisting of: (i) Indebtedness evidenced by the Senior Notes2003 Convertible Subordinated Notes (and renewals, up refinancing and refundings of the then outstanding principal amount thereof, provided that (A) the terms of subordination thereof shall be customary for similar subordinated indebtedness issuances but in any event shall not be less favorable to the Lenders than the terms of subordination contained in the 2003 Convertible Subordinated Note Documents and (B) the other terms and conditions thereof shall not be less favorable to the Lenders than the terms and conditions contained in the 2003 Convertible Subordinated Note Documents); and (ii) other Subordinated Indebtedness, provided that (A) the Borrower shall have delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Subordinated Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), and (B) no Default or Event of Default shall exist at the time or would exist after giving effect to the incurrence of such Subordinated Indebtedness; (h) mortgage Indebtedness assumed in connection with a Permitted Acquisition, and any refinancing, refunding, renewal or extension thereof, provided that (i) such Indebtedness was in existence as of the date of the acquisition and was not incurred or assumed in contemplation thereof, and (ii) the amount of any such mortgage Indebtedness shall not be increased in connection with any refinancing, refunding, renewal or extension (exclusive of reasonable premiums, fees and expenses in connection therewith); (i) unsecured Indebtedness in an aggregate principal amount of not to exceed $30,000,0005,000,000 at any one time outstanding; (fj) Indebtedness owing pursuant to Interest Rate Swap Agreements obligations arising under surety bonds and similar instruments entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof an aggregate principal amount not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 15 million at any one time outstanding; and (jk) Subsidiary Indebtedness; PROVIDED, HOWEVERGuarantees with respect to Indebtedness permitted under this Section 8.03. Notwithstanding anything to the contrary in this Section 8.03 or otherwise, the aggregate amount of all Special Purpose Subsidiary shall not contract, create, incur, assume or permit to exist any Indebtedness (other than Intercompany Indebtedness) at any one Indebtedness existing from time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsto time under the Permitted Securitization Transaction.

Indebtedness. CreateEach Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $10,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower, Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (for guarantees by any Borrower or Guarantor or other Subsidiary of the deferred purchase price Indebtedness or other obligations of Property any other Borrowers or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date Guarantors so long as such Indebtedness is otherwise permitted under this Section 9.9 and such other obligations are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties not prohibited by the Company in the ordinary course terms of business of any such obligations incurred by any Subsidiarythis Agreement; (d) obligations for current taxesthe Indebtedness of any Borrower, assessments and other governmental charges and taxes, assessments Guarantor or other governmental charges which are not yet due Subsidiary to any other Borrower or are being contested in good faith Guarantor or other Subsidiary arising after the date hereof pursuant to loans by appropriate action any Borrower or proceeding promptly initiated Guarantor permitted under Sections 9.10(g), 9.10(h), and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor9.10(i) hereof; (e) unsecured Indebtedness evidenced of any Borrower, Guarantor or Subsidiary arising after the date hereof to any third Person (but not to any other Borrower or Guarantor), provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the Senior Notesright of Agent and Lenders to receive the prior payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor and subordination agreement between Agent and such third party, up in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the Person or Persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, upon the occurrence and continuance of an Event of Default or during a Compliance Period, all of the cash proceeds of such loans or other accommodations incurred during the occurrence of such Event of Default or during such Compliance Period shall be, subject to the Intercreditor Agreement, paid to Agent for application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed $30,000,0005,000,000, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except as permitted by Section 9.24), or set aside or otherwise deposit or invest any sums for such purpose, in each case without the written consent of Agent; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements of any Borrower, Guarantor or any of their Subsidiaries entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are not for speculative purposes, and (ii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with any Bank Product Provider that are secured under the Agent terms hereof or except to the extent secured by pledges or deposits of cash as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)permitted under Section 9.8 hereof; (g) Capital Lease Obligations incurred after the Indebtedness set forth on Schedule 9.9 hereto; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, and (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof not except, that, Borrowers and Guarantors may, after prior written notice to exceed $2,000,000; (h) Indebtedness under purchase money debt (Agent, amend, modify, alter or change the terms thereof so as required to be reported on extend the financial statements maturity thereof, or defer the timing of the Company pursuant any payments in respect thereof, or to GAAP) not to exceed the purchase price forgive or cancel any portion of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary such Indebtedness (other than Intercompany pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness) at , or set aside or otherwise deposit or invest any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.sums for such purpose;

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and its Subsidiaries set forth on SCHEDULE 6.2in Schedule 8.03, and any extensions, renewals and refinancings thereof; (c) accounts payable intercompany Indebtedness permitted under Section 8.02; (for d) obligations (contingent or otherwise) of the deferred purchase price of Property Borrower or servicesany Subsidiary existing or arising under any Swap Contract, provided that (i) from time to time incurred such obligations are (or were) entered into by such Person in the ordinary course of business (whichfor the purpose of directly mitigating risks associated with liabilities, if greater than 90 days past due date are being contested commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in good faith if reserves adequate under GAAP shall have been established therefor)the value of securities issued by such Person, and guaranties by not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Company in non-defaulting party from its obligation to make payments on outstanding transactions to the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefordefaulting party; (e) purchase money Indebtedness evidenced (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Senior NotesBorrower or any of its Subsidiaries to finance the purchase of fixed assets, up to and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $30,000,0005,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) unsecured Indebtedness owing of the Borrower under the Seller Notes in an aggregate principal amount not to exceed $4,000,000 at any time outstanding; (g) Subordinated Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; (h) letters of credit and/or bank guaranties issued on behalf of any Loan Party or any Subsidiary in an aggregate amount not to exceed $5,000,000 at any one time outstanding; provided, that, any such letter of credit shall only be permitted by this clause (h) if such letter of credit is a type of letter of credit that cannot be issued pursuant to Interest Rate Swap Agreements the terms of this Agreement; (i) Guarantees by a Loan Party or any of its Subsidiaries of the obligations of any Subsidiary under accreditation agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingan ICANN accredited registry; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, other unsecured Indebtedness not to exceed $2,000,000 in the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and any of its Subsidiaries set forth on SCHEDULE 6.2in Schedule 8.1; (c) accounts payable purchase money Indebtedness (including Capital Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness (for all such Persons taken together) shall not exceed an aggregate principal amount of $3,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above (other than any such Indebtedness incurred in connection with acquisitions)); (ii) such Indebtedness when incurred shall not exceed the deferred purchase price of Property the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or servicesanticipated interest rate or exchange rate risks and not for speculative purposes; (e) from time to time Intercompany Indebtedness incurred in the ordinary course of business (which, if greater than 90 days and consistent with past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiarypractices or for cash management purposes; (df) obligations for current taxesadditional Subordinated Indebtedness which by its terms (i) requires repayment of principal (including any sinking fund) and annual cash interest payments in amounts not greater than and at such times not earlier than are required by the Subordinated Note Documents, assessments (ii) is unsecured, and (iii) is on market terms, including without limitation subordination and other governmental charges intercreditor terms, that are consistent with the public bond market and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall that have been made thereforapproved by the Required Lenders; (eg) Subordinated Indebtedness evidenced issued in exchange for Subordinated Indebtedness listed on Schedule 8.1, provided such Subordinated Indebtedness meets the requirements of clauses (i), (ii) and (iii) of Section 8.1(f) above; and (h) in addition to the Indebtedness otherwise permitted by this Section 8.1, other Indebtedness hereafter incurred by the Senior NotesBorrower or any of its Subsidiaries provided that (i) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to the Borrower and its Subsidiaries that are more restrictive than the covenants and default provisions contained in the Credit Documents, up (ii) on the date of incurrence of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence of such Indebtedness of the Borrower or any of its Subsidiaries, no Default or Event of Default would exist hereunder, and (iii) the aggregate principal amount of $30,000,000; (f) such Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets$2,500,000 at any time.

Indebtedness. Create, incur, assume or suffer to exist, or permit any of The Borrower and its Subsidiaries to shall not create, incur, assume or suffer to exist, exist any Indebtedness, other thanIndebtedness except: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding on under the date hereof which Existing Term Loan Agreement and refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is set forth on SCHEDULE 6.2not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or interest and other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) accounts payable obligations (for the deferred purchase price of Property contingent or servicesotherwise) from time to time incurred 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 fluctuations in interest rates or foreign exchange rates, (which, if greater than 90 days past due date are being contested ii) such Swap Contract is not (and is not required by GAAP to be) accounted for as speculative in good faith if reserves adequate under GAAP shall have been established therefor)nature, and guaranties by (iii) such Swap Contract does not contain any provision exonerating the Company in non-defaulting party from its obligation to make payments on outstanding transactions to the ordinary course of business of any such obligations incurred by any Subsidiarydefaulting party; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforGuarantees of Indebtedness permitted pursuant to this Section 7.03; (e) Indebtedness evidenced by the Senior Notesowed to any Person providing property, up casualty or liability insurance to the Borrower or any Subsidiary of the Borrower, so long as the outstanding amount of such Indebtedness does not exceed $5,000,000 at any time, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence, (ii) Indebtedness in respect of credit cards provided the outstanding amount of such Indebtedness does not exceed $500,000 at any time and is extinguished within 60 days from the date of invoice, and (iii) Indebtedness in respect of purchase cards provided such Indebtedness is extinguished within 60 days from the date of invoice; (g) contingent (but not matured) reimbursement, indemnification or similar obligations (including any arising by right of subrogation) of the Borrower or of one or more Subsidiaries in respect of stay or appeal bonds; and (h) Indebtedness not exceeding an aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 150,000,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. (a) Create, incur, assume or suffer to existexist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or permit issue any of its Subsidiaries to createPreferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, assume or suffer to exist, any Indebtedness, other than: and the foregoing clause (a) will not prohibit the Lender Indebtedness;incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (bi) Indebtedness outstanding on the date hereof which is set forth and listed on SCHEDULE 6.2Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (cii) accounts payable (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”); provided that the Aggregate Principal Amount of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed the ABL Cap, and (B) Obligations of the Loan Parties under the Loan Documents; provided that (1) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled to the benefit of the Liens under the Collateral Documents or the Existing ABL Facility shall not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements shall be limited to those incurred for the deferred purchase price purpose of Property hedging commodity prices; (iii) Indebtedness owed to the Borrower or servicesany of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from time to time the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business business; (whichvii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor)mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, and guaranties plant or equipment (including acquisitions of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real or personal property so acquired, plus goodwill associated therewith) by the Company Borrower or any of its Subsidiaries after the Closing Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of any such the obligations incurred by any Subsidiarynot constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (dxv) obligations for current taxesthe incurrence by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, assessments and other governmental charges and taxes, assessments or other governmental charges the net proceeds of which are not yet due used to extend, renew, refund, refinance, replace, defease or are being contested in good faith discharge, Indebtedness that was permitted by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall this Agreement to be required by GAAP shall have been made thereforincurred under clause (i); (exvi) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000[Intentionally omitted]; (fxvii) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof an aggregate principal amount not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 1,000,000 at any one time outstanding; and (jxviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary Indebtedness; PROVIDED, HOWEVER, the (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of all Subsidiary Indebtedness (other than Intercompany Indebtedness) such Preferred Stock outstanding at any one time outstanding shall not to exceed 5% of Consolidated Net Tangible Assets$5,000,000.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist, exist or permit any otherwise become liable in respect of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other than: (a) Indebtedness incurred prior to the Lender Indebtednessdate hereof as described on Schedule II attached hereto; (b) Indebtedness outstanding on to the date hereof which is set forth on SCHEDULE 6.2Lenders under this Agreement, the Notes or any other Loan Document; (c) accounts payable (Indebtedness for the deferred purchase price of Property or services) from time to time trade payables incurred in the ordinary course of business business; provided such payables shall be paid or discharged when due; (whichd) Indebtedness consisting of guaranties permitted pursuant to Section 7.03 hereof; (e) Indebtedness secured by purchase money liens as permitted under Section 7.02(i) hereof and Indebtedness arising under Capital Leases; provided that the aggregate amount of such Indebtedness incurred shall not exceed $10,000,000 in any fiscal year or $15,000,000 at any time outstanding; and, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP further, provided no Default or Event of Default shall have been established therefor), occurred and guaranties be continuing or would occur after giving effect to the incurrence of such Indebtedness; (f) Indebtedness with respect to Hedging Agreements entered into by the Company Company, provided that such Hedging Agreements shall be entered into in the ordinary course of its business of any such obligations incurred by any Subsidiaryand not for speculative purposes; (dg) obligations Indebtedness for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are or levies not yet due delinquent or which are being contested in good faith by appropriate action proceedings; provided, however, that adequate reserves with respect thereto are maintained on the books of the Company or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforany Subsidiary of the Company in accordance with Generally Accepted Accounting Principles; (eh) Indebtedness evidenced owing by (i) the Company to any Guarantor or (ii) any Guarantor to the Company or any other Guarantor, to the extent that such Indebtedness is not otherwise prohibited by the Senior Notesterms and conditions of this Agreement; (i) Indebtedness of any Person that becomes a Subsidiary on or after the date hereof (including, up without limitation, as a result of any Permitted Acquisition); provided that such Indebtedness incurred pursuant to this Section 7.01(i) (A) shall not exceed (x) $10,000,000 in connection with any individual acquisition or (y) $30,000,000 in the aggregate at any time outstanding; and further provided that such Indebtedness (i) exists at the time such Person becomes a Subsidiary, (ii) is not created in anticipation or contemplation of such Person becoming a Subsidiary, (iii) is not directly or indirectly recourse to the Company or any of the Guarantors or any of their respective assets, other than to the Person that becomes a Subsidiary, (iv) is purchase money indebtedness or indebtedness secured only by mortgages on real property, and (v) is not unsecured indebtedness or indebtedness secured by assets of such Subsidiary other than as contemplated by the preceding clause (iv); or (B) is Subordinated Indebtedness, provided that if any agreement or instrument governing the terms of such Subordinated Indebtedness has any covenant (including a financial covenant) which is more restrictive that the corresponding covenant set forth in this Agreement or does not have a corresponding covenant in this Agreement, then the Administrative Agent shall, at the request of the Required Lenders, have the right to amend this Agreement to incorporate such covenants from such Subordinated Indebtedness; (j) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Company or any of the Guarantors in the ordinary course of business, including guarantees or obligations of the Company or any of the Guarantors with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed) provided that any such Letters of Credit that are issued on or after the Closing Date are issued by the Issuing Lender hereunder unless the beneficiary of such Letter of Credit will not accept a letter of credit issued by the Issuing Lender; (k) Contingent Obligations of the Company or any of the Guarantors in respect of Indebtedness otherwise permitted under this Section 7.01 (other than this Section 7.01(k)); (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (m) (i) Indebtedness of any Non-Domestic Subsidiary owing to any party other than the Company and/or any Guarantor not exceeding $10,000,000 in the aggregate at any time outstanding; provided that such Indebtedness is not directly or indirectly recourse to the Company or any of the Guarantors or of their respective assets, other than to such Non-Domestic Subsidiary and (ii) Indebtedness of any Non-Domestic Subsidiary owing to the Company and/or any Guarantor not exceeding $30,000,000 in the aggregate at any time outstanding provided that no more than $10,000,000 of such Indebtedness may be incurred in any calendar year; (n) Indebtedness which represents a refinancing or renewal of any of the Indebtedness described in clauses (a), (b), (d) and (e); provided that (A) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of $30,000,000the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) in the case of Indebtedness described in clauses (a) and (e), such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, (C) the covenants, events of default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to the Company or any Guarantors, as applicable, than those contained in the Indebtedness being renewed or refinanced and (D) no Event of Default has occurred and is continuing or would result therefrom; (fo) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into incurred in the ordinary course of business with the Agent solely to support any Company or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates any Guarantor’s insurance or self-insurance obligations (on money borrowed by the Company);including to secure workmen’s compensation and other similar insurance coverage; or (gp) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Additional Indebtedness of the Company and its Subsidiaries which does not exceed the Guarantors in the an aggregate $2,800,000 amount at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding not to exceed $10,000,000, provided that (i) no Default or Event of Default has occurred and is then continuing and (ii) such Indebtedness shall not exceed 5% of Consolidated Net Tangible Assetsbe unsecured.

Indebtedness. CreateEach Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $6,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower, Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in favor of Agent for the deferred purchase price benefit of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryother Secured Parties; (d) obligations for current taxes, assessments and the Indebtedness of any Borrower or Guarantor to any other governmental charges and taxes, assessments Borrower or other governmental charges which are not yet due Guarantor arising after the date hereof pursuant to loans by any Borrower or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforGuarantor permitted under Section 9.10(g) hereof; (e) unsecured Indebtedness evidenced of any Borrower or Guarantor arising after the date hereof to any third person (but not to any other Borrower or Guarantor), provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the Senior Notesright of the Secured Parties to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, up in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed $30,000,0005,000,000, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (viii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (f) the Term B Loan Debt, provided, that each of the following conditions is satisfied as determined by Agent: (i) the aggregate principal amount of such Indebtedness owing pursuant shall not exceed $35,000,000, less the aggregate amount of all repayments, repurchases or redemptions thereof, whether optional or mandatory; (ii) Agent shall have received true, correct and complete copies of all of the Term B Loan Documents, as duly authorized, executed and delivered by the parties thereto; (iii) Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of the Term B Loan Debt or any of the Term B Loan Financing Agreements, except, that, Borrowers and Guarantors may, after prior written notice to Interest Rate Swap Agreements entered into Agent, amend, modify, alter or change the terms thereof in a manner which is not prohibited by the ordinary course of business Term B Loan Intercreditor Agreement; and (iv) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with the Agent Term B Loan Debt either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)case may be; (g) Capital Lease Obligations incurred after the Indebtedness of Borrowers and Guarantors to Subordinated Noteholders and Subordinated Note Trustee evidenced by or arising under the Subordinated Note Documents (as in effect on the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired;hereof), provided, that: (i) other the aggregate principal amount of such Indebtedness of the Company and its Subsidiaries which does shall not exceed $72,925,500 (exclusive of non-cash capitalized interest or fees in respect of such Indebtedness which is added to the aggregate $2,800,000 at any one time outstanding; and principal amount thereof pursuant to the Subordinated Note Documents (j) Subsidiary Indebtedness; PROVIDEDas in effect on the date hereof)), HOWEVER, less the aggregate amount of all Subsidiary repayments, repurchases or redemptions thereof, whether optional or mandatory, (ii) Agent shall have received true, correct and complete copies of all of the Subordinated Note Documents, as duly authorized, executed and delivered by the parties thereto, (iii) such Indebtedness shall be subject to and subordinate in right of payment to the right of the Secured Parties to receive the prior indefeasible payment and satisfaction in full of all of the Obligations pursuant to the terms of the Subordinated Noteholder Intercreditor Agreement; (other than Intercompany iv) Borrowers and Guarantors shall not, directly or indirectly, make, or be required to make, any payments in respect of such Indebtedness, except, as permitted by the Subordinated Noteholder Intercreditor Agreement; (v) at Borrowers and Guarantors shall not, directly or indirectly: (A) amend, modify, alter or change any one time outstanding of the terms of such Indebtedness or any of the Subordinated Note Documents (as in effect on the date hereof), except, that, Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter of change the terms thereof in a manner which is expressly permitted by Section 15 of the Subordinated Noteholder Intercreditor Agreement, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, except as permitted in clause (iv) above, and (vi) Borrowers and Guarantors shall not exceed 5% of Consolidated Net Tangible Assets.furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be;

Indebtedness. Create, incur, assume or suffer to exist, or permit any None of its Subsidiaries to the Loan Parties shall create, incur, assume or suffer permit to exist, exist any Indebtedness except for the following ("Permitted Indebtedness, other than:"): (ai) Indebtedness of the Lender IndebtednessLoan Parties under the Credit Documents; (bii) Indebtedness outstanding of the Loan Parties listed in Schedule 5.02(a) and existing on the date hereof which is set forth on SCHEDULE 6.2of this Agreement; (ciii) Indebtedness of the Loan Parties arising from the endorsement of instruments for collection in the ordinary course of their businesses; (iv) Indebtedness of the Loan Parties for trade accounts payable payable, provided that (A) such accounts arise in the ordinary course of business and (B) no material part of any such account is more than ninety (90) days past due (unless subject to a bona fide dispute and for which adequate reserves have been established); (v) Indebtedness of the deferred purchase price Loan Parties under Lender Rate Contracts entered into with respect to the Loans, provided that (A) all such Lender Rate Contracts are entered into in connection with bona fide hedging operations and not for speculation and (B) the aggregate notional principal amount under all such Rate Contracts does not exceed the Effective Amount of Property the Loans at any time; (vi) Indebtedness of the Loan Parties under initial or servicessuccessive refinancings of any Indebtedness permitted by clauses (ii), (iii) from time or (iv) above or clause (x) below, provided that (A) the principal amount of any such refinancing does not exceed the principal amount of the Indebtedness being refinanced and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to time incurred the Lenders than the Indebtedness being refinanced; (vii) Indebtedness of the Loan Parties with respect to workers’ compensation claims, self-insurance obligations, Permitted Insurance Premium Indebtedness, surety, appeal, indemnity, performance, or other similar bonds in the ordinary course of business (whichincluding surety or similar bonds issued in connection with the stay of a proceeding of the type described in Section 6.01(h)); (viii) Guaranty Obligations of any Loan Party in respect of Permitted Indebtedness of any wholly-owned Subsidiary; (ix) Indebtedness of any Loan Party to any other Loan Party that is not an Exempt Subsidiary and Indebtedness of any Exempt Subsidiary to any Loan Party; (x) Acquisition-Related Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any one time outstanding; (xi) Permitted Subordinated Indebtedness in an aggregate principal amount not exceeding $35,000,000 (excluding "payment in kind" interest) at any one time outstanding; (xii) Indebtedness consisting of Capital Leases, or Indebtedness otherwise incurred to finance the purchase or construction of property (which shall be deemed to exist if greater than the Indebtedness is incurred at or within 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforbefore or after the purchase or construction of the property), and or to refinance any such Indebtedness, in each case entered into after the Closing Date, provided that the principal amount of such Indebtedness outstanding at any one time does not exceed $5,000,000 in the aggregate; (xiii) Indebtedness incurred by any Loan Party arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Loan Party pursuant to such agreements, in connection with Acquisitions permitted hereunder or permitted dispositions or sales of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (xiv) Indebtedness arising from the honoring by the Company a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business business, provided that such Indebtedness is extinguished within five (5) Business Days of any such obligations incurred by any Subsidiaryits incurrence; (dxv) obligations for current taxeswithout duplication, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor;Indebtedness constituting Investments otherwise permitted pursuant to Section 5.02(e); and (exvi) other Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed 1 million in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDEDtime. For purposes of determining compliance with this Section 5.02(a), HOWEVERin the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the aggregate Administrative Agent, in consultation with the Borrower, shall classify such item of Indebtedness and will include the amount and type of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) at any in only one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetssuch clauses.

Indebtedness. Create, incur, assume or suffer to exist, or It shall not and shall not permit any of its Subsidiaries to to, directly or indirectly create, incur, assume or suffer to exist, exist any Indebtedness, other than:except for the following (such Indebtedness described below being referred to herein as “Permitted Indebtedness”): (a) Indebtedness under the Lender IndebtednessLoan Documents or any Hedging Agreement; (b) Indebtedness outstanding on prior to the date hereof which is Closing Date in the amount and as otherwise set forth in Schedule 8.03 and, solely with respect to the facility provided by ABN Amro as specified on SCHEDULE 6.2Schedule 8.03, any Permitted Indebtedness Refinancing in respect of such facility; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business guarantees of any such obligations incurred by any SubsidiaryCredit Party in respect of Indebtedness of the Credit Parties otherwise permitted hereunder; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforintercompany Indebtedness permitted under Section 8.02(d); (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in respect of performance, surety or appeal bonds provided in the aggregate $2,800,000 at any one time outstanding; and ordinary course of business or (jii) Subsidiary Indebtedness; PROVIDEDunsecured Indebtedness of the Company and its Subsidiaries in respect of performance or completion guarantees provided in the ordinary course of business, HOWEVERbut excluding, in each case, Indebtedness incurred through the borrowing of money or contingent liabilities in respect thereof and provided that the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) under this Section 8.03(e), when added together with all Indebtedness consisting of performance, surety or appeal bonds and performance guarantees permitted under Section 8.03(b), does not exceed $60,000,000 outstanding at any one time; (f) Indebtedness of the Company and its Subsidiaries in respect of trade payables and accrued expenses arising in the ordinary course of business; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence; (h) Indebtedness which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement; (i) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness, in an aggregate principal amount not to exceed $2,000,000 at any time outstanding shall outstanding; (j) Indebtedness of ▇▇▇▇▇▇ Europe under (i) a revolving credit facility in an amount not to exceed 5% €1,000,000 and (ii) a letter of Consolidated Net Tangible Assetscredit facility in an amount not to exceed €5,000,000; (k) Indebtedness of ▇▇▇▇▇▇ Shanghai in an aggregate amount not to exceed $2,000,000; and (l) so long as no Default or Event of Default then exists or would result therefrom, additional Indebtedness not otherwise permitted hereunder in an aggregate principal amount not to exceed $1,000,000 at any time outstanding.

Indebtedness. CreateEach Borrower and each Guarantor shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to createto, incur, assume create, assume, become or be liable in any manner with respect to, suffer or permit to exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other thanobligations of any Person, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth on SCHEDULE 6.2to the extent secured by purchase money security interests in Equipment (including Capital Leases) not to exceed Twenty Million Dollars ($20,000,000) in the aggregate at any time outstanding so long as such security interests do not apply to any property of any Borrower, any Guarantor or any of their respective Subsidiaries other than the Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment so acquired; (c) accounts payable purchase money mortgages on Real Property not to exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate at any time outstanding so long as such mortgages do not apply to any property of any Borrower, any Guarantor or any of their respective Subsidiaries other than the Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Real Property so acquired; (d) guaranties by any Subsidiaries of any Borrower or any Guarantor of the Obligations in favor of Administrative and Collateral Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers; (e) Indebtedness with respect to any Hedging Transactions; provided, that, such arrangements are: (i) with any Bank Product Provider, any Person that constitutes an Eligible Transferee or any other bank or other financial institution that has combined capital and unimpaired surplus of not less than Five Hundred Million Dollars ($500,000,000), (ii) were entered into for the deferred purpose of protecting such Borrower, such Guarantor or such Subsidiary against fluctuations in interest rates and not for speculative purposes and (iii) except with respect to Indebtedness owed to Bank Product Providers or secured by pledges or deposits of cash pursuant to Section 9.8(k), Indebtedness arising thereunder or in connection therewith is unsecured; (f) the issuance by Borrower, and guaranties thereof by its Subsidiaries, of no more than $400,000,000 in senior unsecured notes on terms and conditions reasonably satisfactory to Administrative and Collateral Agent so long as: (i) no Default or Event of Default exists at the time such notes are issued or would occur as a result thereof; (ii) the net cash proceeds of such notes are used first to repay the obligations of Borrower under the Term Loan Agreement, and any remaining proceeds are remitted to Administrative and Collateral Agent for application to the Obligations as set forth in Section 6.4(a) hereof; (iii) prior to its incurrence, Administrative and Collateral Agent shall have received such information with regard to such notes as it may reasonably request, including, without limitation, true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness; (iv) Borrower does not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such notes or any agreement, document or instrument related thereto in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to Borrower, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase price or otherwise acquire such notes (except pursuant to regularly scheduled payments permitted under the terms of Property this Agreement and any subordination agreement related to such notes), or servicesset aside or otherwise deposit or invest any sums for such purpose, and (v) from time Borrower shall furnish to time incurred Administrative and Collateral Agent all material notices or demands in connection with such Indebtedness either received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the sending thereof, as the case may be; (g) Intentionally Omitted; (h) the Indebtedness set forth on Schedule 9.9 hereto; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such Indebtedness in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to Borrowers and Guarantors, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, (iii) Borrowers and Guarantors shall furnish to Administrative and Collateral Agent all notices or demands in connection with such Indebtedness either received by any Borrower, any Guarantor or on any of their behalf, promptly after the receipt thereof, or sent by any Borrower, any Guarantor or on any of their behalf, concurrently with the sending thereof, as the case may be and (iv) with respect to Indebtedness arising in connection with the letters of credit listed on Schedule 9.9 hereto: (A) in no event may such Indebtedness be secured or cash-collateralized and (B) such Indebtedness may not be renewed, extended, replaced or otherwise continue to be outstanding beyond the maturity dates of such letters of credit set forth on Schedule 9.9 hereto; (i) so long as the aggregate amount thereof does not exceed $5,000,000 at any time, Indebtedness with respect to surety bonds, appeal bonds or like instruments acquired in the ordinary course of business or in connection with the enforcement of rights or claims of any Borrower, any Guarantor or any of their respective Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (whichj) to the extent subject to the intercompany subordination agreement described in Section 4.1(i) and otherwise permitted under Section 9.10 hereof (i) Indebtedness of any Borrower or any Guarantor or any of their respective Subsidiaries to any other Subsidiary or any Borrower or any Guarantor, if greater than 90 days past due date or (ii) Indebtedness of BlueLinx to Parent; (k) unsecured guaranties by any Borrower of Indebtedness or other obligations of its Subsidiaries that are being contested permitted to be incurred hereunder; (l) Indebtedness of a Subsidiary of any Borrower acquired pursuant to the terms of Section 9.10 hereof, or assumed by any Borrower in good faith if reserves adequate connection with the acquisition of an asset pursuant to the terms of Section 9.10 hereof, so long as such Indebtedness was not incurred in connection with, or in contemplation of, such acquisition or such investment and otherwise does not violate any provision of this Agreement; (m) Indebtedness owing in connection with the liens permitted under GAAP shall have been established thereforSections 9.8(b), and guaranties 9.8(c), 9.8(k) or 9.8(m); (n) up to $5,000,000, in the aggregate at any one time outstanding, of Indebtedness representing the unpaid balance of the purchase price of any property or services that constitutes an account payable to a trade creditor (whether or not an Affiliate) which (i) was created, incurred, assumed or guaranteed by the Company a Borrower or a Guarantor in the ordinary course of business of any such obligations incurred Borrower or such Guarantor in connection with obtaining goods, materials or services, (ii) is overdue by any Subsidiarymore than ninety (90) days and (iii) is not being contested by such Borrower or such Guarantor in good faith; (do) obligations for current taxes, assessments and unsecured Indebtedness of any Borrower or any Guarantor to any third person (other governmental charges and taxes, assessments than another Borrower or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (eGuarantor) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred arising after the date hereof in an amount at any one time outstanding not to exceed Twenty-Five Million Dollars ($2,000,00025,000,000) in the aggregate for all such Indebtedness to all such third persons; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness, (ii) Each Borrower and each Guarantor shall not, directly or indirectly, (A) without the prior written consent of Administrative and Collateral Agent, amend, modify, alter or change the terms of such Indebtedness in a manner materially more adverse to the Lenders or so as to make the terms thereof materially more burdensome or restrictive to such Borrower or such Guarantor, in each case, than the terms thereof in effect prior to such amendment, modification, alteration or change, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers and Guarantors shall furnish to Administrative and Collateral Agent all material notices or demands in connection with such Indebtedness either received by any Borrower, any Guarantor or on any of their behalf, promptly after the receipt thereof, or sent by any Borrower, any Guarantor or on any of their behalf, concurrently with the sending thereof, as the case may be; (hp) unsecured Indebtedness under purchase money debt (of any Borrower to sellers incurred as required to be reported on the financial statements part of the Company pursuant to GAAP) purchase price in connection with any Permitted Acquisitions not to exceed the purchase price of the property acquired; Twenty-Five Million Dollars (i$25,000,000) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 among all Borrowers at any one time outstanding, so long as such Indebtedness is subordinated to the Obligations under terms and conditions reasonably satisfactory to Administrative and Collateral Agent; and (jq) Subsidiary Indebtednessany Indebtedness of BlueLinx consisting of a Mortgage Proceeds Investment; PROVIDEDprovided, HOWEVERthat, BlueLinx shall not make any repayments with respect thereto unless: (i) Modified Adjusted Excess Availability after giving effect to any such repayment is equal to or greater than $120,000,000; (b) both before and after giving effect to any such repayment, Borrowers’ Fixed Charge Coverage Ratio for the aggregate immediately trailing twelve month period, on a consolidated basis, is equal to or greater than 1.1:1.0 (for purposes of this Section 9.9(q) only, Fixed Charge Coverage Ratio shall be calculated by excluding the amount of all Subsidiary Indebtedness any such repayment and by adjusting the interest component of the calculation to include any interest payments which would have been made by the Borrowers had the amount of Mortgage Proceeds Investment which is being repaid never been loaned to the BlueLinx); (other than Intercompany Indebtednessc) Administrative Borrower shall have provided Administrative and Collateral Agent with at least ten (10) Business Days prior written notice of any one time outstanding such repayment; (d) no Default or Event of Default shall not exceed 5% have occurred and be continuing or would result from such repayment; and (e) prior to the making of Consolidated Net Tangible Assetsany such repayment, Administrative and Collateral Agent shall have received Borrowers’ unaudited internally prepared financial statements for the month immediately preceding the date of such prepayment, accompanied by a certificate of Administrative Borrower’s chief financial officer as to Borrowers’ compliance with the terms of this Section 9.9(q) together with such supporting documentation therefor as Administrative and Collateral Agent may reasonably request.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist, exist or permit any otherwise become liable in respect of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other thanexcept that the following shall be permitted: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding existing on the date hereof which is Effective Date and set forth on SCHEDULE 6.2in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; (c) accounts payable Indebtedness of the Tower Companies existing on the Effective Date consisting of (i) the Trust Preferred Securities, and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof and (ii) the Convertible Notes until the maturity date thereof; (d) Indebtedness in respect of Capital Lease Obligations and Purchase Money Obligations for fixed or capital assets within the deferred purchase price limitations set forth in Section 6.02(d), and extensions, renewals and replacements of Property any such Indebtedness that do not increase the outstanding principal amount thereof; provided, however, that the aggregate principal amount of all Indebtedness permitted by this Section 6.01(d) shall not exceed $15,000,000 at any one time outstanding; (e) Indebtedness of the Borrower or servicesany Regulated Insurance Company under Swap Obligations to the extent permitted by Section 6.06; (f) Indebtedness constituting Investments permitted by Section 6.04(d); (g) Indebtedness arising from time the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 5 Business Days of its incurrence; (i) Indebtedness resulting from the endorsements of instruments for deposit in the ordinary course of business, (ii) to time the extent constituting Indebtedness, obligations in respect of purchasing card and credit card arrangements and (iii) Indebtedness of the Borrower or any Subsidiary in respect of performance bonds, appeal bonds, surety bonds and similar obligations, in each case, incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiarybusiness; (di) any repurchase obligations for current taxesof the Borrower or any Regulated Insurance Company under any Repurchase Agreement and any Repurchase Liability of the Borrower or any Regulated Insurance Company; provided, assessments however, that the aggregate amount of all such obligations and other governmental charges and taxes, assessments or other governmental charges which are Repurchase Liabilities permitted by this Section 6.01(i) shall not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforexceed $150,000,000 at any time outstanding; (ej) Indebtedness evidenced by which represents an extension, refinancing or renewal of any of the Senior NotesIndebtedness described in Section 6.01(k) or 6.01(l); provided that, up to (i) the aggregate principal amount of $30,000,000such Indebtedness is not greater than the aggregate principal amount of the Indebtedness so extended, refinanced or renewed, (ii) the interest rate of such Indebtedness is not higher than the interest rate of the Indebtedness so extended, refinanced or renewed (other than an increase of such interest rate to the then current market interest rate for such type of Indebtedness, as applicable), (iii) such Indebtedness may be secured by the Liens that secured the Indebtedness so extended, refinanced or renewed; provided such Liens do not extend to any additional property of the Borrower or any Subsidiary, (iv) no Subsidiary is required to become obligated with respect thereto unless previously obligated on such refinanced Indebtedness, (v) such Indebtedness does not result in a shortening of the maturity of the Indebtedness so extended, refinanced or renewed, (vi) the terms of any such Indebtedness are not less favorable to the obligor thereunder than the original terms of the Indebtedness so extended, refinanced or renewed and (vii) if the Indebtedness that is extended, refinanced or renewed was subordinated in right of payment to the Obligations, then the terms and conditions of the extension, refinancing or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the Indebtedness so extended, refinanced or renewed; (fk) Indebtedness owing pursuant of a Person that becomes a Subsidiary or Indebtedness attaching to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved assets that are acquired by the Required Lenders for Borrower or any of its Subsidiaries, in each case after the purpose Effective Date in connection with a Permitted Acquisition, and any extensions, refinancings and renewals of hedging against fluctuations such Indebtedness in interest rates accordance with Section 6.01(j); provided that (on money borrowed i) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation of or in connection with such Permitted Acquisition, (ii) such Indebtedness is not guaranteed in any respect by the CompanyBorrower or any Subsidiary (other than by any such Person that so becomes a Subsidiary), (iii) no Default or Event of Default has occurred and is continuing prior to the assumption of such Indebtedness or would arise after giving effect (including giving effect on a pro forma basis) thereto and (iv) the sum of the aggregate principal amount of Indebtedness permitted by this clause (k) and clause (l) below shall not exceed $10,000,000 at any time outstanding; (gl) Capital Lease Obligations incurred after unsecured Indebtedness in respect of obligations to make Deferred Acquisition Payments, and extensions, refinancings and renewals of such Indebtedness in accordance with Section 6.01(j); provided that the date hereof sum of the aggregate amount of Indebtedness permitted by this clause (l) and clause (k) above shall not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 10,000,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDEDprovided further that, HOWEVER, if the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) such obligations to make Deferred Acquisition Payments exceeds $5,000,000 at any one time outstanding time, then such excess amount shall be subordinated to the Obligations on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Administrative Agent; provided, further, that any payments in respect of such Indebtedness shall be subject to Sections 6.07(b) and 6.13(a)(iii); (m) Guarantees by any Subsidiary of the Borrower in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary of the Borrower; provided, that if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; provided further that the aggregate principal amount of Guarantees permitted by this clause (m) shall not exceed 5% $5,000,000 at any time outstanding; (n) Indebtedness owed to AmTrust or National General pursuant to the Retrocession Agreement; and (o) other unsecured Indebtedness of Consolidated Net Tangible Assetsthe Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding.

Indebtedness. CreateThe Borrower shall not, incureither directly or indirectly, assume create, assume, incur or suffer to existhave outstanding any Indebtedness (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Subsidiaries to createany other Person, incur, assume or suffer to exist, any Indebtedness, other thanexcept: (a) the Lender IndebtednessObligations; (b) Indebtedness outstanding on endorsement for collection or deposit of any commercial paper secured in the date hereof which is set forth on SCHEDULE 6.2ordinary course of business; (c) obligations of the Borrower for taxes, assessments, municipal or other governmental charges; (d) obligations of the Borrower for accounts payable (payable, other than for the deferred purchase price of Property or services) from time to time money borrowed, incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforbusiness; (e) Indebtedness evidenced by obligations existing on the Senior Notes, up date hereof which are disclosed on the financial statements referred to the aggregate principal amount of $30,000,000;in Section 6.7 or on Schedule 7.1. (f) Indebtedness owing pursuant not to Interest Rate Swap Agreements entered into exceed in the ordinary course aggregate the sum of business with $10,000,000 provided however that such indebtedness shall not be secured by a Lien in any asset of the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)Borrower and such Indebtedness shall not be Designated Senior Debt; (g) Capital Capitalized Lease Obligations incurred after for property acquired (or deemed to be acquired) by the date hereof not to exceed $2,000,000Borrower or claims arising from the use or loss of, or damage to, such property; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredfor Capital Expenditures; (i) other Indebtedness subject to Acceptable Subordination Provisions provided however that: (1) such Indebtedness shall not be secured by a Lien in any assets of the Company Borrower; (2) such Indebtedness shall not be Designated Senior Debt; and its Subsidiaries which does not exceed (3) following the incurrence of such Indebtedness and the application of the proceeds thereof, Borrower is in the aggregate $2,800,000 at any one time outstandingcompliance with Section 9.3; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall Obligations under Hedging Agreements for bona fide hedging purposes and not exceed 5% of Consolidated Net Tangible Assetsfor speculation.

Indebtedness. Create, incur, assume or suffer to existNo Borrower will, or will permit any of its Subsidiaries to to, contract, create, incur, assume or suffer to existexist any Indebtedness or Interest Rate Protection Agreements or Other Hedging Agreements, any Indebtedness, other thanexcept: (ai) the Lender Obligations; (ii) Existing Indebtedness (not constituting Capitalized Lease Obligations, which shall be required to be justified under following clause (v)) outstanding on the Closing Date and listed on Schedule IX; (iii) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iv) Other Hedging Agreements providing protection to Aleris and its Subsidiaries against fluctuations in currency values and commodity prices so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (v) Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) evidenced by Capitalized Lease Obligations and Synthetic Lease Obligations (to the extent permitted by Section 10.01(vi)) and purchase money Indebtedness secured by Liens described in Section 10.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, Synthetic Lease Obligations and purchase money Indebtedness permitted by this clause (v) exceed $100,000,000 at any time outstanding; (vi) intercompany Indebtedness among Aleris and its Subsidiaries to the extent permitted by Sections 10.05(viii), (xiv) or (xvi); (vii) Indebtedness under term loans or senior notes in an initial aggregate principal amount not to exceed $25,000,000; (viii) Indebtedness consisting of guaranties by Aleris and its Subsidiaries of each other’s Indebtedness or other obligations of any such Persons permitted under Section 10.05(viii), (xiv) or (xvi); (ix) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (x) Permitted Refinancing Indebtedness; (bxi) Indebtedness outstanding on to the date hereof which is set forth on SCHEDULE 6.2extent that same constitutes Indebtedness, indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted hereunder; (cxii) accounts payable Indebtedness of Aleris or any Subsidiary of Aleris (other than the European Borrower and its Subsidiaries) acquired pursuant to a Permitted Acquisition or other acquisition of an Acquired Business or Entity permitted pursuant to Section 10.05 (or Indebtedness assumed at the time of a Permitted Acquisition or such other acquisition permitted pursuant to Section 10.05), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other acquisition permitted pursuant to Section 10.05, (y) the aggregate principal amount of all Indebtedness permitted by this clause (xii) shall not exceed $50,000,000 at any one time outstanding; (xiii) Indebtedness in respect of letters of credit (other than Letters of Credit issued pursuant to this Agreement) or bank guarantees; provided that the aggregate face amount of any such letters of credit or bank guarantees that are secured shall not exceed $10,000,000 outstanding at any one time, and any security therefor shall be limited to cash collateral including by providing security over an Exempted Deposit Account in accordance with clause (E) of the definition thereof; (xiv) unsecured Indebtedness of Aleris the net cash proceeds of which are used to consummate one or more Permitted Acquisitions or other acquisitions of Acquired Entities or Businesses permitted pursuant to Section 10.05. (“Additional Debt”); provided that (x) (A) the terms of such Additional Debt shall not contain any cross-default provisions (other than for material non-payment at final maturity, and may include a cross-acceleration provision), (B) the terms of the Additional Debt shall not contain any financial maintenance covenants, (C) the Additional Debt shall not be secured by any asset of Aleris or any of its Subsidiaries and shall not be guaranteed by Aleris or any Subsidiary of Aleris other than another Credit Party, and (D) no portion of the principal of the Additional Debt shall be scheduled to be redeemed, repurchased or otherwise repaid or prepaid (other than as a result of a change of control, customary offers upon asset sales, acceleration or such other provision as shall be customary for comparable high-yield debt securities) prior to the date that is six months after the Final Maturity Date and (y) solely at the time of the incurrence of such Indebtedness after giving effect to the incurrence of such Indebtedness, (I) the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 for the deferred purchase price immediately preceding 12-month period as of Property the most recently ended Fiscal Quarter for which Final Statements have been delivered pursuant to Section 9.01(b), and (II) no Default or servicesEvent of Default shall exist or would result therefrom; and (xv) from time Attributable Debt incurred by Aleris or any Subsidiary pursuant to time Sale and Lease-Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by Aleris or any Subsidiary as of the Closing Date or acquired by Aleris or any Subsidiary after the Closing Date in exchange for, or with the proceeds of the sale of, such assets owned by Aleris or any Subsidiary as of the Closing Date and any Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xv); provided that the aggregate amount of Attributable Debt incurred under this clause (xv) does not exceed $35,000,000; (xvi) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business business; (whichxvii) Indebtedness of any Borrower or any of its Subsidiaries in respect of performance bonds, if greater than 90 days past due date are being contested bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in good faith if reserves adequate under GAAP shall have been established therefor)respect of letters of credit, and guaranties by the Company bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business of any such obligations incurred by any Subsidiarybusiness; (dxviii) obligations for Indebtedness consisting of promissory notes issued by any Credit Party to current taxesor former officers, assessments directors and other governmental charges and taxesemployees, assessments their respective estates, spouses or other governmental charges which are not yet due former spouses to finance the purchase or are being contested in good faith redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of Aleris (following a Qualified Public Offering of Aleris) permitted by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforSection 10.03; (exix) Indebtedness evidenced consisting of obligations of any Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Senior NotesTransaction, up to the aggregate principal amount of $30,000,000Permitted Acquisitions or any other Investment expressly permitted hereunder; (fxx) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business business; (xxi) Indebtedness incurred by any Borrower or any of its Subsidiaries in respect of documentary letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business; provided that any such documentary letter of credit or other similar instrument may be secured only by Liens attaching to the related documents of title and not any Inventory represented thereby; (xxii) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (xxiii) Unsecured Indebtedness under the IntermediateCo Notes (as defined in the Plan) in an aggregate principal amount of up to $50,000,000, to be issued by Aleris or its Affiliates in connection with the Agent Transactions; (xxiv) Indebtedness in an aggregate principal amount at any time outstanding of up to $50,000,000 solely to the extent the Net Cash Proceeds thereof are applied to finance a Permitted Acquisition; (xxv) unsecured senior notes in an aggregate principal amount at any time outstanding of up to $50,000,000, or as approved unsecured subordinated notes; provided that in either case, such Indebtedness does not provide for annual amortization of more than 1% and such debt matures more than 90 days after the Final Maturity Date; (xxvi) Indebtedness to finance the purchase of Inventory (other than U.K. Inventory included in the Collateral) by European Subsidiaries of Aleris; (xxvii) Indebtedness of Foreign Subsidiaries that are not Credit Parties (to the Required Lenders extent such Indebtedness is not guaranteed by a Credit Party); (xxviii) [Reserved]; (xxix) Indebtedness pursuant to a declaration of joint and several liability used for the purpose of hedging against fluctuations in interest rates Section 2:403 of the Dutch Civil Code (on money borrowed by and any residual liability under such declaration arising pursuant to section 2:404(2) of the CompanyDutch Civil Code); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (hxxx) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) (A) in an aggregate principal amount at any time outstanding of up to $200,000,000 if solely at the time of the incurrence of such Indebtedness the Fixed Charge Coverage Ratio determined on a pro forma basis for the immediately preceding 12-month period as of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.01(b) is at least 1.0 to 1.0, and after giving pro forma effect thereto, shall be at least 1.0 to 1.0; and (B) in an unlimited principal amount if solely at the time of the incurrence of such Indebtedness the Fixed Charge Coverage Ratio determined on a pro forma basis for the immediately preceding 12-month period as of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 9.01(b) is at least 1.2 to 1.0, and after giving pro forma effect thereto, shall be at least 1.2 to 1.0; provided that in either case, such Indebtedness does not exceed in provide for annual amortization of more than 1% and such debt matures more than 60 days after the aggregate $2,800,000 at any one time outstandingFinal Maturity Date; and (jxxxi) Subsidiary Indebtedness; PROVIDEDIndebtedness constituting an Investment permitted by Section 10.05. Notwithstanding the foregoing, HOWEVERIndebtedness of the European Borrower permitted pursuant to clauses (v), the aggregate amount (xxiv), (xxv), (xvii), (xxi) and (xxx) of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding this Section 10.04 shall not exceed 5% $5,000,000 at any time outstanding. The accrual of Consolidated Net Tangible Assetsinterest and the accretion or amortization of original issue discount on Indebtedness and the payment of interest in the form of additional Indebtedness originally incurred in accordance with this Section 10.04 will not constitute an incurrence of Indebtedness.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other than:except (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (bi) Indebtedness of Borrower and its Subsidiaries outstanding on the date hereof which is set forth Closing Date and listed on SCHEDULE 6.2Schedule 6.01(b), (ii) Permitted Refinancings thereof and (iii) the Senior Subordinated Loans and Senior Subordinated Loan Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Loans and Senior Subordinated Loan Guarantees) and Permitted Refinancings thereof; (c) accounts payable Indebtedness of Borrower and its Subsidiaries under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations, in an aggregate amount not to exceed $10.0 million at any time outstanding; (f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the deferred purchase price account of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties completion guarantees and other similar obligations provided by the any Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)business; (g) Capital Lease Contingent Obligations incurred after the date hereof not to exceed $2,000,000of Borrower and its Subsidiaries in respect of Indebtedness otherwise permitted under this Section 6.01; (h) Indebtedness under purchase money debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (as required to be reported on except in the financial statements case of daylight overdrafts) drawn against insufficient funds in the Company pursuant to GAAP) not to exceed the purchase price ordinary course of the property acquiredbusiness; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) other Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (j) Acquired Indebtedness in an aggregate principal amount not to exceed $15.0 million at any time outstanding; (k) Indebtedness incurred by Borrower or any Subsidiary to finance the payment of insurance premiums of Borrower or its Subsidiaries; (l) unsecured intercompany Indebtedness permitted pursuant to Section 6.04(f) or (m); (m) Indebtedness of the Company Borrower and its Subsidiaries which does in an aggregate amount not to exceed in the aggregate $2,800,000 25.0 million at any one time outstanding, of which $5.0 million may be secured Indebtedness; and (jn) Subsidiary Indebtedness; PROVIDEDIndebtedness of Holdings or Borrower consisting of notes issued in lieu of Restricted Payments described in Section 6.08(b), HOWEVERprovided that (i) such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent, the aggregate amount (ii) such Indebtedness shall have no covenants or events of all Subsidiary Indebtedness (default other than Intercompany Indebtednessin respect of the obligation to make scheduled principal and interest payments and (iii) at any one time outstanding the interest rate applicable to such Indebtedness shall not exceed 5% the Base Rate applicable at the time of Consolidated Net Tangible Assetsissuance of such Indebtedness.

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to Borrower will not create, incur, assume or otherwise become liable for or suffer to exist, exist any Indebtedness, whether secured or unsecured, other than: (ai) the Indebtedness of Borrower to Lender Indebtednesshereunder; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (cii) accounts payable to trade creditors for goods and services and current operating liabilities (for not the deferred purchase price result of Property or servicesthe borrowing of money) from time to time incurred in the ordinary course of Borrower’s business (whichin accordance with customary terms and paid within the specified time, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being unless contested in good faith by appropriate action proceedings and reserved for in accordance with GAAP; (iii) Indebtedness directly related to the acquisition by Borrower of a product or proceeding promptly initiated product line; provided that such Indebtedness is owed to the seller of such product or product line or to a Person financing the acquisition of the same, but only to the extent the portion of the purchase price for the assets thus acquired is financed by Indebtedness; and diligently conductedif such Indebtedness is secured, if reserves as then such Indebtedness shall be required secured solely by the assets for which the acquisition financing was provided; (iv) Indebtedness consisting of a refinancing of the Indebtedness permitted in subsection (iii) above; provided that the principal amount of such Indebtedness that is being refinanced does not increase; (v) Indebtedness for capital leases as determined in accordance with GAAP not to exceed that amount allocated for capital leases in the annual budget of Borrower, which shall have been made thereforapproved by the Board of Directors of Borrower; (evi) Indebtedness evidenced arising from (i) the honoring by the Senior Notesa bank or other financial institution of a check, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into draft or similar instrument against insufficient funds in the ordinary course of business with the Agent business; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of its occurrence; (ii) bankers acceptances, performance, surety, judgment, appeal or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates similar bonds, instruments or obligations; and (on money borrowed by the Company)iii) any customary cash management arrangements; (gvii) Capital Lease Obligations incurred after Indebtedness in respect of endorsements made in connection with the date hereof not to exceed $2,000,000deposit of items for credit or collection in the ordinary course of business; (hviii) Indebtedness under purchase money debt represented by property, liability and workers’ compensation insurance (as required to which may be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingform of letters of credit); and (jix) Subsidiary IndebtednessIndebtedness set forth on Schedule 8(l), or Indebtedness consisting of a refinancing of the Indebtedness set forth on Schedule 8(l); PROVIDED, HOWEVER, provided that the aggregate principal amount of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall that is being refinanced does not exceed 5% of Consolidated Net Tangible Assetsincrease.

Indebtedness. Create, incur, assume or suffer to exist, or The Credit Parties will not permit any of its Subsidiaries Consolidated Party to contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and its Subsidiaries set forth on in SCHEDULE 6.28.1; (c) accounts payable purchase money Indebtedness (including Capital Leases) or Synthetic Leases hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets PROVIDED that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the deferred purchase price of Property or servicesthe asset(s) from financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryrefinancing; (d) obligations of the Borrower or any of its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforspeculative purposes; (e) other unsecured Indebtedness evidenced by of the Senior NotesBorrower and its Subsidiaries in an amount not to exceed $3,000,000 in the aggregate at any one time; and (f) any Indebtedness (the "REPLACEMENT INDEBTEDNESS") that refinances or replaces the Indebtedness of ▇▇▇▇▇▇ Realty Services, up Inc. set forth on SCHEDULE 8.1 (the "▇▇▇▇▇▇ INDEBTEDNESS") and any Guaranty Obligations of the Borrower in connection with the Replacement Indebtedness; provided, however, (i) the Replacement Indebtedness must be on terms no less favorable to ▇▇▇▇▇▇ Realty Services, Inc. as the terms of the ▇▇▇▇▇▇ Indebtedness, (ii) the principal amount of the Replacement Indebtedness shall not exceed the aggregate principal amount of $30,000,000; the ▇▇▇▇▇▇ Indebtedness and (fiii) the collateral securing the Replacement Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in shall be the ordinary course of business with same collateral that secures the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) ▇▇▇▇▇▇ Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany (A) any such collateral that is released, (B) any additional real property collateral identified on SCHEDULE A to the Third Amendment and (C) collateral consisting of an interest bearing account in an amount equal to approximately one year's principal and interest payments under the Replacement Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Obligors will not, and will not cause any of their Subsidiaries to, incur, assume or suffer to exist, create or permit to exist any indebtedness without the prior written consent of its Subsidiaries to createthe Bank, except that the Borrower may incur, assume create or suffer permit to exist, any Indebtedness, other thanexist the following: (a) existing indebtedness disclosed in the Lender IndebtednessCompany's Form 10-Q for the period ended January 31, 1997, or listed and described on Schedule 5.10 attached hereto and renewals, extensions and refinancings thereof, provided that the effective rate of amortization thereof is not increased by any such renewal, extension or refinancing and any such renewal extension or refinancing shall not be on terms less favorable to the Obligors and their Subsidiaries than those provided in the existing agreements for such indebtedness; (b) Indebtedness outstanding on indebtedness to the date hereof which is set forth on SCHEDULE 6.2Bank; (c) accounts payable (for indebtedness subordinated to the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties indebtedness evidenced by the Company in Loan Documents on terms and conditions satisfactory to the ordinary course of business of any such obligations incurred by any SubsidiaryBank; (d) obligations indebtedness arising from purchase money mortgages or capital leases for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforequipment financing; (e) Indebtedness evidenced acquisition indebtedness provided by the Senior Notesseller in any transaction, up provided that such indebtedness is unsecured and is treated as current debt for purposes of compliance with the covenants contained in this Agreement and neither the Obligors nor any of their Subsidiaries make any covenant (other than to the aggregate principal amount of $30,000,000repay such indebtedness) in incurring such indebtedness; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into additional secured indebtedness, provided that such indebtedness shall not exceed $10,000,000 in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates aggregate at any time (on money borrowed by the Company"Additional Secured Indebtedness");; and (g) Capital Lease Obligations incurred after the date hereof indebtedness under unsecured lines of credit or unsecured revolving lines of credit, provided that such indebtedness shall not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed 55,000,000 in the aggregate $2,800,000 for Obligors and their Subsidiaries at any one time outstandingtime; and (jprovided, however, that any indebtedness permitted under this Section 5.10(g) Subsidiary Indebtedness; PROVIDEDshall be on terms and conditions reasonably acceptable to Bank. The terms and conditions set forth in the proposed Commitment from CoreStates Bank, HOWEVERN.A. dated March 17, 1997, as amended May 23, 1997, are acceptable to the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall Bank and will continue to be acceptable so long as they are not exceed 5% of Consolidated Net Tangible Assetschanged in a way that is materially adverse to the Obligors and their Subsidiaries.

Indebtedness. CreateEach of the Credit Parties will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness of the deferred Borrower and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such asset; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxesUnsecured intercompany Indebtedness among the Credit Parties, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as provided that any such Indebtedness shall be required (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and (ii) evidenced by GAAP promissory notes which shall have been made thereforbe pledged to the Administrative Agent as Collateral for the Credit Party Obligations; (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to the aggregate principal amount of $30,000,000manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise (on money borrowed by but not under standby, direct pay or other letters of credit except for the Company)Letters of Credit hereunder) generally; (g) Capital Lease Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent such Indebtedness is permitted to exist or be incurred after the date hereof not pursuant to exceed $2,000,000;this Section 6.1; and (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company Borrower and its Subsidiaries which does not exceed $2,500,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateNo Borrower or Guarantor shall, incur, assume or suffer to exist, or nor shall it permit any of its respective Subsidiaries to createto, incur, assume create, assume, become or suffer be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth on SCHEDULE 6.2to the extent secured by purchase money security interests in Equipment (including Capital Leases) so long as such security interests do not apply to any property of any Borrower or Guarantor, or any Subsidiary of a Borrower or Guarantor other than the Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment so acquired, as the case may be; (c) accounts payable unsecured Indebtedness of a Borrower or Guarantor arising after the date hereof to any third person; provided, that, (i) Borrowers have Excess Availability plus Qualified Cash of at least the Specified Excess Availability Amount after giving effect to such Indebtedness, and if such Indebtedness is incurred while an Event of Default has occurred and is continuing, each of the following conditions is satisfied as determined by Agent, such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in such order and manner consistent with Section 6.4(a) hereof, or at Agent’s option, to be held as cash collateral for the Obligations, (v) such Borrower or Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) such Borrower or Guarantor shall furnish to Agent all notices or demands in connection with such Indebtedness either received by such Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by such Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (d) [Reserved]; (e) refinancing of the Indebtedness referenced in the subsections (a), (b) or (c) above so long as such Indebtedness continues to comply with all provisions of such subsections (a), (b), or (c) as applicable, and the incurrence of such Indebtedness would not otherwise cause a Default or Event of Default to occur; (f) unsecured Indebtedness arising under or pursuant to any agreements entered into by a Borrower or Guarantor or a Subsidiary of a Borrower or Guarantor, for non-speculative purposes, that provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person’s exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices; (g) Indebtedness arising in connection with any reasonable deferred purchase price of Property or services) from time compensation plan to time incurred officers, employees and directors for services rendered to Borrowers and Guarantors in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiarybusiness; (dh) obligations for current taxes, assessments and other governmental charges and taxes, assessments the Indebtedness set forth on Schedule 9.9(h) hereto or other governmental charges which Indebtedness of any Borrower to another Borrower or Guarantor or of any Guarantor to a Borrower or another Guarantor, in each case, so long as (i) such Guarantors are not yet due parties to the Intercompany Subordination Agreement, (ii) such Indebtedness is unsecured and (iii) payments made by a Borrower with respect to such Indebtedness are made on a non-cash basis by way of a balance sheet adjustment; and (i) Indebtedness of Borrowers and Guarantors to New Term Loan Agent and New Term Loan Lenders evidenced by or are being contested in good faith arising under the New Term Loan Agreement (as permitted to be amended under the terms of the New Term Loan Intercreditor Agreement); provided, that, each of the following conditions is satisfied as determined by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP Agent: (i) Agent shall have been made thereforreceived not less than thirty (30) days’ prior written notice of the intention of Borrowers and Guarantors to incur the such Indebtedness, including a description of the terms of such Indebtedness; (eii) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of such Indebtedness shall not exceed $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into 100,000,000, less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in the ordinary course of business respect thereof, plus any interest in accordance with the Agent or terms of the New Term Loan Agreement (as approved by may be amended in accordance with the Required Lenders for terms and conditions of the purpose of hedging against fluctuations in interest rates (on money borrowed by the CompanyNew Term Loan Intercreditor Agreement); (giii) Capital Lease the Existing Term Loan and all Obligations incurred after the date hereof not to exceed $2,000,000relating thereto shall have been indefeasibly paid in full in immediately available funds; (hiv) Indebtedness under purchase money debt (as required Agent shall have received, in form and substance reasonably satisfactory to be reported on Agent, the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredNew Term Loan Intercreditor Agreement, duly authorized, executed and delivered by New Term Loan Agent and acknowledged by Borrowers and Guarantors; (iv) the security interests and liens and other Indebtedness terms thereof shall be subject to the terms of the Company New Term Loan Intercreditor Agreement to the extent provided for therein; (vi) Agent shall have received, in form and substance satisfactory to Agent, true, correct and complete copies of all of the New Term Loan Documents or other agreements, documents, and instruments evidencing or otherwise related to such Indebtedness, each as executed and delivered by the parties thereto; (vii) Borrowers and Guarantors shall not, directly or indirectly, make any payments in respect of such Indebtedness, except to the extent permitted by the terms of the New Term Loan Agreement; (viii) Borrowers and Guarantors shall not, directly or indirectly, amend, modify, alter or change the terms of such Indebtedness or any of the New Term Loan Documents in any manner prohibited by the New Term Loan Intercreditor Agreement; and (ix) Borrowers and Guarantors shall furnish to Agent all material notices or demands in connection with such Indebtedness either received by Borrowers or on their behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its Subsidiaries which does not exceed in behalf concurrently with the aggregate $2,800,000 at any one time outstandingsending thereof, as the case may be; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount guarantee by Guarantors of all Subsidiary the Indebtedness (other than Intercompany Indebtednessunder the Term Loan Documents to the extent permitted by Section 9.9(i) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetshereof.

Indebtedness. (a) Create, incur, issue, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other than: (a) the Lender than Permitted Indebtedness;. (b) For purposes of determining compliance with this Section 7.03: (i) in the event that an item of Indebtedness outstanding on (or any portion thereof) meets the date hereof which is set forth on SCHEDULE 6.2;criteria of more than one of the categories of Permitted Indebtedness described in the definition of “Permitted Indebtedness,” the Borrower, in its sole discretion, will classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one of such clauses; and (ii) the Borrower will be entitled to divide and classify an item of Indebtedness in more than one clause of the definition of “Permitted Indebtedness.” (c) accounts payable (for Accrual of interest, the deferred purchase price accretion of Property accreted value, the accretion or services) from time to time incurred amortization of original issue discount and the payment of interest in the ordinary course form of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course additional Indebtedness will not be deemed to be an incurrence or issuance of business Indebtedness for purposes of any such obligations incurred by any Subsidiary;this Section 7.03. (d) obligations for current taxesFor purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, assessments the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar-equivalent), in the case of revolving credit debt; provided that 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 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 (i) the principal amount of such Indebtedness being Refinanced plus (ii) the aggregate amount of accrued interest, fees, underwriting discounts, premiums (including tender premiums) and penalties (if any) thereon and other governmental charges costs and taxesexpenses (including OID, assessments upfront fees or other governmental charges which are not yet due or are being contested similar fees) incurred in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor;connection with such Refinancing. (e) Indebtedness evidenced by the Senior Notes, up Subject to the aggregate proviso to Section 7.03(d), the principal amount of $30,000,000; (f) any Indebtedness owing pursuant incurred to Interest Rate Swap Agreements entered into Refinance other Indebtedness, if incurred in a different currency from the ordinary course of business with Indebtedness being Refinanced, shall be calculated based on the Agent or as approved by currency exchange rate applicable to the Required Lenders for the purpose of hedging against fluctuations currencies in interest rates (which such respective Indebtedness is denominated that is in effect on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetssuch Refinancing.

Indebtedness. CreateBorrower shall not create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other thanexcept: (a) Indebtedness of Borrower under or pursuant to this Agreement and the Lender Indebtednessother Loan Documents; (b) Indebtedness outstanding existing, or arising pursuant to commitments existing, on the date hereof which is hereof, all as set forth in Schedule 3.9, and any extensions, renewals, refundings or refinancings thereof on SCHEDULE 6.2substantially the same terms or other terms satisfactory to Lender; provided, however, that neither the principal amount thereof nor the interest rate (including the manner of calculating a variable rate of interest) thereon shall be increased, nor shall the amortization schedule thereof be shortened; (c) accounts payable (for the deferred purchase price of Property or services) from time to time Current liabilities incurred in the ordinary course of business and not represented by any note, bond, debenture or other instrument, and which do not remain unpaid more than thirty (which30) days after the date due or more than one hundred and fifty (150) days after the date of the corresponding invoice, whichever is longer, or if greater than 90 days past due date unpaid beyond that time, which are being contested in good faith if and by appropriate actions and for which adequate reserves adequate under in accordance with GAAP shall have been established therefor), and guaranties on the books of the primary obligor with respect thereto; (d) Contingent Obligations consisting of (1) the indorsement by the Company Borrower or any of its Subsidiaries of negotiable instruments payable to such Person for deposit or collection in the ordinary course of business business, and (2) guarantees executed by Borrower or any of any such obligations incurred its Subsidiaries with respect to Indebtedness of Borrower and its Subsidiaries otherwise permitted by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforthis Agreement; (e) Indebtedness evidenced Contingent Obligations consisting of the indemnification by Borrower or any of its Subsidiaries in favor of (1) the Senior Notesofficers, up directors, employees and agents of Borrower or such Subsidiary, to the aggregate principal amount extent permissible under the corporation law of $30,000,000; the jurisdiction in which Borrower or such Subsidiary is organized, (f2) Indebtedness owing commercial banks, investment bankers and other independent consultants or professional advisors pursuant to Interest Rate Swap Agreements agreements relating to the underwriting of Borrower's or such Subsidiary's securities or the rendering of banking or professional services to Borrower or such Subsidiary and (3) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by Borrower or such Subsidiary; (f) Indebtedness with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)respect to financed insurance premiums not past due; (g) Capital Lease Obligations incurred after the date hereof not Indebtedness of Borrower that is owed to exceed $2,000,000;a Subsidiary of Borrower and that is described in clause (d) of Section 4.13; and (h) Indebtedness under purchase money debt that is owed to a seller of assets in a Permitted Acquisition or the Cornerstone Acquisition that (i) relates to customary post-closing adjustments with respect to accounts receivable, accounts payable and similar items typically subject to post-closing adjustments in similar transactions, and (ii) is outstanding for a period of one hundred twenty (120) days or less following the closing of such Permitted Acquisition or the Cornerstone Acquisition, as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredapplicable; (i) other Indebtedness incurred or assumed as a part of the Company and its Subsidiaries which does consideration for a Permitted Acquisition, not exceed otherwise described in this Section 4.14, in the maximum amount of $10,000,000 per Permitted Acquisition with an aggregate amount not to exceed $2,800,000 30,000,000 outstanding at any one time outstanding; andtime; (j) Any Indebtedness that Refinances the Laurus Credit Facility, so long as (i) such Indebtedness is in an aggregate principal amount not in excess of the sum of (x) $4,000,000, and (y) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing; (ii) the Average Life of such Indebtedness is equal to or greater than the Average Life of the Indebtedness being Refinanced; (iii) the Stated Maturity of such Indebtedness is no earlier than the Stated Maturity of the Indebtedness being Refinanced; and (iv) the new Indebtedness shall not be senior in right of payment to the Indebtedness that is being Refinanced; provided, however, that such new Indebtedness shall not include Indebtedness of a Subsidiary Indebtedness; PROVIDED, HOWEVER, that Refinances the Laurus Credit Facility. (k) Purchase Money Debt and Capitalized Lease Obligations in an aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not to exceed $2,000,000.00 outstanding at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetstime.

Indebtedness. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, contract, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (ai) Indebtedness incurred pursuant to this Agreement and the Lender other Credit Documents; (ii) existing Indebtedness to the extent the same is listed on 5(j)(vi) and Permitted Refinancing Indebtedness in respect of such Indebtedness; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (eiii) Indebtedness evidenced by Capitalized Lease Obligations and purchase money Indebtedness of the Senior NotesCompany and its Subsidiaries, up to including any Indebtedness assumed in connection with the acquisition of assets; provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations, and the principal amount of all such Indebtedness incurred or assumed in each case after the Restatement Effective Date, permitted by this clause (iii) exceed $30,000,00020,000,000 at any time outstanding; (fiv) intercompany Indebtedness among the Company and its Subsidiaries to the extent permitted by Section 8.05; (v) Indebtedness owing pursuant to of the Company under Interest Rate Swap Protection Agreements entered into to protect the Company against fluctuations in interest rates in respect of the Obligations so long as management of the Company has determined that the entering into of such Interest Rate Protection Agreements are bona fide hedging activities; (vi) Indebtedness of the Company and its Subsidiaries under Other Hedging Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging providing protection against fluctuations in interest rates (on money borrowed by currency values and/or commodity prices in connection with the Company’s or any of its Subsidiaries’ operations so long as management of the Company or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities; (vii) Indebtedness of the Credit Parties arising under the ABL Credit Documents (or any Permitted Refinancing ABL Credit Facility) in an aggregate principal amount not to exceed the greater of (i) $100,000,000 and (ii) the sum of (x) 85% of the net book value of the accounts receivable of the Company and its Wholly-Owned Domestic Subsidiaries and (y) 65% of the net book value of the inventory of the Company and its Wholly-Owned Domestic Subsidiaries, less, in each case, the aggregate principal amount of all principal repayments with the proceeds from Asset Sales utilized in accordance with Section 4.02(f) that permanently reduce the commitments thereunder; (viii) any Credit Party may become liable as a guarantor with respect to obligations of any other Credit Party, which obligations are not otherwise prohibited under this Agreement; (ix) Indebtedness in respect of those accounts receivable permitted to be sold or discounted pursuant to Section 8.02(xi); (gx) Capital Lease Obligations incurred after Indebtedness representing deferred compensation to employees and directors of the date hereof Company or its Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (x) shall not to exceed $2,000,00010,000,000 at any time outstanding; (hxi) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other additional Indebtedness of the Company and its Subsidiaries which not otherwise permitted under this Section 8.04 not to exceed $50,000,000 in aggregate principal amount at any one time outstanding; (xii) Indebtedness of a Subsidiary of the Company acquired after the Restatement Effective Date in connection with a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that the aggregate principal amount of all such Indebtedness outstanding at any one time pursuant to this clause (xii) shall not exceed (A) $10,000,000 plus (B) an additional amount of Indebtedness if (x) such Indebtedness consists of Permitted Debt and (y) after giving effect to the incurrence of such Permitted Debt and the respective Permitted Acquisition, the Interest Coverage Ratio for the then most recently ended Test Period is greater than 2.00:1.00 determined on a pro forma basis; and Permitted Refinancing Indebtedness in respect of any of the foregoing; (xiii) Indebtedness of Subsidiaries that are not Guarantors from time to time owing to Persons other than a Credit Party; provided that the aggregate amount of such Indebtedness under this clause (xiii) does not exceed in $30,000,000 at any one time outstanding; (xiv) any Subsidiary of the Company may become liable as a guarantor with respect to lease obligations of the Company or any other Subsidiary of the Company; (xv) additional Indebtedness of the Company and its Subsidiaries not otherwise permitted under this Section 8.04; provided that after giving effect to the incurrence of such additional Indebtedness, the Interest Coverage Ratio for the then most recently ended Test Period is greater than 2.00:1.00 determined on a pro forma basis; provided, further, that the aggregate amount of such Indebtedness under this clause (xv) that may be incurred by Subsidiaries that are not Guarantors does not exceed $2,800,000 50,000,000 at any one time outstanding; and Permitted Refinancing Indebtedness in respect of the foregoing; and (jxvi) Subsidiary Indebtedness of the Credit Parties arising under the Senior Note Indenture in an aggregate principal amount not to exceed $250,000,000 and Permitted Refinancing Indebtedness in respect of such Indebtedness; PROVIDED. For purposes of determining compliance with this Section 8.04, HOWEVERin the event that any item of proposed Indebtedness meets the criteria of more than one of the categories above, the aggregate amount Company will be permitted to classify the item of Indebtedness on the date of its incurrence, creation or assumption, or later reclassify all Subsidiary or a portion of the item of Indebtedness, in any manner that complies with this Section 8.04 and such item of Indebtedness (other than Intercompany Indebtedness) at any shall be deemed to have been incurred, created or assumed pursuant to only one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetssuch categories.

Indebtedness. CreateEach Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) the Indebtedness outstanding of Associated and its Subsidiaries in respect of the Opco Notes as in effect on the date hereof which is set forth on SCHEDULE 6.2hereof; (c) accounts payable purchase money Indebtedness (for including Capital Leases) arising after the deferred date hereof to the extent secured by purchase price of money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property or servicesin respect of industrial revenue bonds or other similar government or municipal bonds (subject to such intercreditor and subordination arrangements as Agent may reasonably required) from time not to time incurred exceed $7,500,000 in the ordinary course aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of business (whichsuch Borrower, if greater Guarantor or Subsidiary other than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor)the Equipment or Real Property so acquired, and guaranties by the Company in Indebtedness secured thereby does not exceed the ordinary course cost of business of any such obligations incurred by any Subsidiarythe Equipment or Real Property so acquired, as the case may be; (d) obligations guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in favor of Agent for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforthe benefit of Lenders; (e) the Indebtedness evidenced of any Borrower or Guarantor to any other Borrower or Guarantor arising after the date hereof pursuant to loans by any Borrower or Guarantor permitted hereunder; (f) unsecured Indebtedness of any Borrower or Guarantor arising after the Senior Notesdate hereof to any third person (but not to any other Borrower or Guarantor); provided, up that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed $30,000,000; 20,000,000, (fvi) as of the date of incurring such Indebtedness owing and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto; except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to Interest Rate Swap Agreements entered into payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (viii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the ordinary course of business receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the Agent or sending thereof, as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)case may be; (g) Capital Lease Obligations incurred Indebtedness of Borrower arising after the date hereof issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for Indebtedness permitted under Sections 10.3(b) (the “Refinancing Indebtedness”); provided, that, as to any such Refinancing Indebtedness, each of the following conditions is satisfied: (i) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (ii) promptly upon Agent’s request, Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (iii) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity and a final maturity equal to or greater than the Weighted Average Life to Maturity and the final maturity, respectively, of the Indebtedness being extended, refinanced, replaced, or substituted for, (iv) the Refinancing Indebtedness shall rank in right of payment no more senior than, and be at least as subordinated (if subordinated) to, the Obligations as the Indebtedness being extended, refinanced, replaced or substituted for, (v) the Refinancing Indebtedness shall not include terms and conditions with respect to Borrowers and Guarantors which are more burdensome or restrictive in any material respect than those included in the Indebtedness so extended, refinanced, replaced or substituted for, taken as a whole, so that in view of all of the terms and conditions of the Refinancing Indebtedness, such terms and conditions are more favorable to Borrowers and Guarantors; except, that, the interest rate of the Indebtedness replacing Indebtedness under Section 10.3(b) may be greater than the interest rate applicable to the Indebtedness being replaced if, in addition to the other requirements of this Section 10.3(g), the Fixed Charge Coverage Ratio of Parent and its Subsidiaries (on a consolidated basis) shall have been not less than 1.2:1.0 with respect to the twelve (12) consecutive calendar month period ending as of the date of the incurrence of such Refinancing Indebtedness and shall be not less than 1.2:1.0 after giving effect thereto, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (vii) the principal amount of such Refinancing Indebtedness shall not exceed $2,000,000the principal amount of the Indebtedness so extended, refinanced, replaced or substituted for (plus the lesser of (A) the stated amount of any premium or other payment required to be paid in connection with such refinancing pursuant to the terms of the Indebtedness being refinanced and (B) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of reasonable expenses of Borrowers and Guarantors incurred in connection with such refinancing), (viii) the Refinancing Indebtedness shall be secured by substantially the same assets, provided, that, such security interests (if any) with respect to the Refinancing Indebtedness shall have a priority no more senior than, and be at least as subordinated, if subordinated (on terms and conditions substantially similar to the subordination provisions applicable to the Indebtedness so extended, refinanced, replaced or substituted for or as is otherwise acceptable to Agent) as the security interest with respect to the Indebtedness so extended, refinanced, replaced or substituted for, and (ix) Borrowers and Guarantors may only make payments of principal, interest and fees, if any, in respect of such Indebtedness to the extent such payments would have been permitted hereunder in respect of the Indebtedness so extended, refinanced, replaced or substituted for; (h) unsecured Indebtedness under purchase money debt (of a Borrower or Guarantor in respect of seller notes on terms and acceptable to Agent, so long as required to be reported on the financial statements aggregate principal amount of seller notes outstanding, when aggregated with the Company aggregate principal amount of Indebtedness outstanding pursuant to GAAP) clause (i), below, of this Section 10.3, does not to at any time exceed the purchase price of the property acquired$8,000,000; (i) other Indebtedness of a Person existing at the Company time such Person became a Subsidiary of a Borrower pursuant to a transaction permitted hereunder (such Person, an “Acquired Person”), together with all Indebtedness assumed by a Borrower or Guarantor in connection with any Permitted Acquisition, in respect only of Real Property and its Subsidiaries which capitalized leases which, when aggregated with the aggregate principal amount of Indebtedness outstanding pursuant to clause (h), above, of this Section 10.3, does not exceed in the aggregate $2,800,000 at any one time outstandingexceed $8,000,000; and (j) Subsidiary Indebtedness; PROVIDEDprovided, HOWEVERthat, the aggregate amount of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% have been created or incurred in contemplation of Consolidated Net Tangible Assets.such Person becoming a Subsidiary or in contemplation of such Permitted Acquisition;

Indebtedness. Create(i) The Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to Subsidiary to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist, any Indebtedness, Indebtedness other than: than (without duplication) (a) Indebtedness payable after the Lender scheduled Maturity Date, (b) Assurant Commercial Paper Debt, (c) Indebtedness secured by Liens permitted by Section 6.1(viii), (ix) or (xiv), (d) Indebtedness owed to the Borrower or a Subsidiary, (e) Indebtedness arising under letters of credit issued for the account of the Borrower and/or any Subsidiary, (f) Indebtedness of a Person that becomes a Subsidiary, or is merged into the Borrower or a Subsidiary, after the Effective Date, provided that (1) such Indebtedness is not incurred in anticipation thereof and (2) the aggregate amount of such Indebtedness does not exceed $100,000,000 at any time outstanding, (g) Indebtedness of the Borrower or any Subsidiary arising under Interest Rate Agreements and Currency Agreements, provided that such agreements are entered into to hedge bona fide business risks and not for speculation, (h) Indebtedness arising under this Agreement and (i) other Indebtedness having an aggregate principal amount not exceeding $100,000,000 at any time outstanding. For purposes of determining compliance with this clause (i), in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories above, the Borrower will be permitted to classify the item of Indebtedness on the date of its borrowing, incurrence, creation or assumption, or later reclassify all or a portion of the item of Indebtedness;, in any manner that complies with this clause (i). (ii) The Borrower shall not permit the aggregate outstanding principal amount of all Indebtedness of its Subsidiaries to exceed 5% of Consolidated Adjusted Net Worth at any time; provided that the following Indebtedness shall be excluded in determining whether Indebtedness of Subsidiaries exceeds 5% of Consolidated Adjusted Net Worth: (a) Indebtedness described in Section 6.2(i)(a), and in Section 6.2(i)(c) through (i)(g), (b) Indebtedness outstanding on of the date hereof which is set forth on SCHEDULE 6.2; type described in clause (vii), (viii) or (ix) of the definition of Indebtedness incurred by any Subsidiary with respect to the obligations of one of its Subsidiaries and (c) accounts payable Indebtedness of the type described in clause (for viii) or (ix) of the deferred purchase price definition of Property or services) from time to time Indebtedness incurred in connection with insurance products offered by Subsidiaries in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsbusiness.”

Indebtedness. CreateSo long as any Notes remain outstanding, incurthe Company and the Guarantors shall not, assume or suffer to exist, or and shall not permit any of its their Subsidiaries to to, directly or indirectly, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept the following, without duplication: (a) the Lender Indebtedness; (bA) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Issue Date (including the Notes); (cB) Indebtedness incurred in connection with the Plan (including the Senior Secured Credit Facility, and which shall further permit the principal amount of indebtedness under the Senior Secured Credit Facility to be increased to one hundred million dollars ($100,000,000) prior to any refinancing of the Senior Secured Credit Facility); (C) additional Capital Leases incurred after the Issue Date and purchase money Indebtedness in an aggregate amount not to exceed $750,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; provided that any such Indebtedness (i) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured only by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (ii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (D) other unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding; (E) Indebtedness subordinated to the Notes so long as such Indebtedness has a maturity date one year past the Maturity Date and an interest rate lower than the Notes (the “Junior Indebtedness”); (F) Indebtedness that is pari passu in right of payment to the Notes (including secured Indebtedness) if net pharmaceutical product revenue for the twelve (12) months prior to the incurrence of such Indebtedness, on a pro forma basis, exceeds 1:00 to 1:00 of all funded Indebtedness (excluding the Junior Indebtedness); (G) Indebtedness in respect of performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), and, in each case, letters of credit in respect thereof, incurred in the ordinary course of business; (H) non-recourse Indebtedness incurred by the Company or the Guarantors or any of their Subsidiaries to finance the payment of insurance premiums of such Person; (I) Indebtedness owed to any Person providing worker’s compensation, unemployment insurance and other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance to the Company or the Guarantors or any of their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or indemnification obligations to such Person; (J) reimbursement obligations owed to banks and financial institutions with respect to credit card services in an aggregate amount at any one time not exceeding $400,000; (K) Indebtedness consisting of accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due for more than 120 days after its stated due date are being (except for accounts payable contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company faith) which do not in the ordinary course of business of any such obligations incurred by any Subsidiaryaggregate exceed $750,000; (dL) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does the Guarantors under the Deed Poll Constituting Loan Notes in an aggregate principal amount not to exceed $85,000,000 at any time outstanding; (M) finance leases with respect to AP101 and AP103 equipment in an amount not to exceed $5,000,000 in the aggregate $2,800,000 at any one time outstanding; provided that such Indebtedness shall be secured only by the equipment financed thereunder; (N) Indebtedness under that certain Finance Contract dated as of December 1, 2016 between Amryt Pharmaceuticals DAC and European Investment Bank, as the same may be amended, restated, supplemented or otherwise modified from time to time, from the period from the Issue Date up through one (1) Business Day following the Issue Date which Indebtedness shall be paid in full no later than one (1) Business Day following the Issue Date; and (jO) Subsidiary Indebtedness; PROVIDEDThe refinancing of any Indebtedness that was permitted under this Indenture when it was incurred, HOWEVER, only to the aggregate extent such principal amount of all Subsidiary such refinancing is not more than the principal amount of such Indebtedness (other than Intercompany Indebtedness) at being refinanced, plus any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetscustomary fees and reasonable expenses.

Indebtedness. CreateBorrower shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or be liable in any manner with respect to, suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other thanobligations of any Person, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $3,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or its Subsidiaries other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred guarantees by any SubsidiarySubsidiaries of Borrower of the Obligations in favor of Lender; (d) obligations Indebtedness of Borrower under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for current taxesthe purpose of protecting a Person against fluctuations in interest rates; provided, assessments and other governmental charges and taxesthat, assessments such arrangements are with banks or other governmental charges which financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated for speculative purposes and diligently conducted, if reserves as such Indebtedness shall be required by GAAP shall have been made thereforunsecured; (e) Indebtedness of Borrower evidenced by or arising under the Senior NotesNotes as in effect on the date hereof, up to provided, that: (i) the aggregate principal amount of such Indebtedness shall not exceed $30,000,000100,000,000 less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon at the rate provided for in the Senior Notes as in effect on the date hereof, (ii) Borrower and its Subsidiaries shall not, directly or indirectly, make any payments in respect of such Indebtedness, except that Borrower may make regularly scheduled payments of interest and principal, if any, in respect of such Indebtedness when due in accordance with the terms of the Senior Notes as in effect on the date hereof, (iii) Borrower and its Subsidiaries shall not, directly or indirectly, (A) amend, modify, alter or change in any material respect any terms of such Indebtedness or any of the Senior Notes or the Senior Note Indenture or any related agreements, documents and instruments, except that Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iv) Borrower shall furnish to Lender all notices of default or demands in connection with such Indebtedness received by Borrower or on its behalf, promptly after the receipt thereof; (f) unsecured Indebtedness owing of Borrower arising after the date hereof to any third person (other than Indebtedness otherwise permitted under this Section 9.9), provided, that, each of the following conditions is satisfied as determined by Lender: (i) such Indebtedness shall be on terms and conditions acceptable to Lender and shall be subject and subordinate in right of payment to the right of Lender to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to Interest Rate Swap Agreements entered into the terms of an intercreditor agreement between Lender and such third party, in form and substance satisfactory to Lender, (ii) Lender shall have received not less than ten (10) days prior written notice of the ordinary course intention of business Borrower to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Lender the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Lender may reasonably request with respect thereto, (iii) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Lender may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Lender for application to the Obligations in such order and manner as Lender may determine, (v) on and before the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vi) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the Agent or sending thereof, as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)case may be; (g) Capital Lease Obligations incurred after the Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided, that, (i) Borrower may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof not except, that, Borrower may, after prior written notice to exceed $2,000,000;Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (h) Indebtedness under purchase money debt (as required of Borrower to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (jaccordance with Section 9.10(g) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetshereof.

Indebtedness. Create, incur, assume or suffer to existNo Borrower will, or will permit any of its Subsidiaries to to, contract, create, incur, assume or suffer to existexist any Indebtedness or Interest Rate Protection Agreements or Other Hedging Agreements, any Indebtedness, other thanexcept: (ai) the Lender Obligations; (ii) Existing Indebtedness (not constituting Capitalized Lease Obligations, which shall be required to be justified under following clause (v)) outstanding on the Closing Date and listed on Schedule IX; (iii) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iv) Other Hedging Agreements providing protection to Aleris and its Subsidiaries against fluctuations in currency values and commodity prices so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (v) Indebtedness of Aleris and its Subsidiaries (other than the European Distribution Subsidiaries) evidenced by Capitalized Lease Obligations and Synthetic Lease Obligations (to the extent permitted by Section 10.01(vi)) and purchase money Indebtedness secured by Liens described in Section 10.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, Synthetic Lease Obligations and purchase money Indebtedness permitted by this clause (v) exceed the greater of $175,000,000 or 10% of Consolidated Total Assets at any time outstanding; (vi) intercompany Indebtedness among Aleris and its Subsidiaries to the extent permitted by Sections 10.05(viii), (xiv) or (xvi); (vii) Indebtedness under term loans or senior notes in an initial aggregate principal amount not to exceed $25,000,000; (viii) Indebtedness consisting of guaranties by Aleris and its Subsidiaries of each other’s Indebtedness or other obligations of any such Persons permitted under Section 10.05(viii), (xiv) or (xvi); (ix) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (x) Permitted Refinancing Indebtedness; (bxi) Indebtedness outstanding on to the date hereof which is set forth on SCHEDULE 6.2extent that same constitutes Indebtedness, indemnification obligations, purchase price or other similar adjustments in connection with acquisitions and dispositions permitted hereunder; (cxii) accounts payable Indebtedness of Aleris or any Subsidiary of Aleris (other than the European Borrower and its Subsidiaries) acquired pursuant to a Permitted Acquisition or other acquisition of an Acquired Business or Entity permitted pursuant to Section 10.05 (or Indebtedness assumed at the time of a Permitted Acquisition or such other acquisition permitted pursuant to Section 10.05), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other acquisition permitted pursuant to Section 10.05, (y) the aggregate principal amount of all Indebtedness permitted by this clause (xii) shall not exceed $50,000,000 at any one time outstanding; (xiii) Indebtedness in respect of letters of credit (other than Letters of Credit issued pursuant to this Agreement) or bank guarantees; provided that the aggregate face amount of any such letters of credit or bank guarantees that are secured shall not exceed $10,000,000 outstanding at any one time, and any security therefor shall be limited to cash collateral including by providing security over an Exempted Deposit Account in accordance with clause (E) of the definition thereof; (xiv) unsecured Indebtedness of Aleris the net cash proceeds of which are used to consummate one or more Permitted Acquisitions or other acquisitions of Acquired Entities or Businesses permitted pursuant to Section 10.05. (“Additional Debt”); provided that (x) (A) the terms of such Additional Debt shall not contain any cross-default provisions (other than for material non-payment at final maturity, and may include a cross-acceleration provision), (B) the terms of the Additional Debt shall not contain any financial maintenance covenants, (C) the Additional Debt shall not be secured by any asset of Aleris or any of its Subsidiaries and shall not be guaranteed by Aleris or any Subsidiary of Aleris other than another Credit Party, and (D) no portion of the principal of the Additional Debt shall be scheduled to be redeemed, repurchased or otherwise repaid or prepaid (other than as a result of a change of control, customary offers upon asset sales, acceleration or such other provision as shall be customary for comparable high-yield debt securities) prior to the date that is six months after the Final Maturity Date and (y) solely at the time of the incurrence of such Indebtedness after giving effect to the incurrence of such Indebtedness, (I) the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 for the deferred purchase price immediately preceding 12-month period as of Property the most recently ended Fiscal Quarter for which Final Statements have been delivered pursuant to Section 9.01(b), and (II) no Default or servicesEvent of Default shall exist or would result therefrom; and (xv) from time Attributable Debt incurred by Aleris or any Subsidiary pursuant to time Sale and Lease-Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by Aleris or any Subsidiary as of the Original Closing Date or acquired by Aleris or any Subsidiary after the Original Closing Date in exchange for, or with the proceeds of the sale of, such assets owned by Aleris or any Subsidiary as of the Original Closing Date and any Refinancing Indebtedness incurred to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xv); provided that the aggregate amount of Attributable Debt incurred under this clause (xv) does not exceed $35,000,000; (xvi) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business business; (whichxvii) Indebtedness of any Borrower or any of its Subsidiaries in respect of performance bonds, if greater than 90 days past due date are being contested bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, or obligations in good faith if reserves adequate under GAAP shall have been established therefor)respect of letters of credit, and guaranties by the Company bank guarantees or similar instruments related thereto, in each case provided in the ordinary course of business of any such obligations incurred by any Subsidiarybusiness; (dxviii) obligations for Indebtedness consisting of promissory notes issued by any Credit Party to current taxesor former officers, assessments directors and other governmental charges and taxesemployees, assessments their respective estates, spouses or other governmental charges which are not yet due former spouses to finance the purchase or are being contested in good faith redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) or of Aleris (following a Qualified Public Offering of Aleris) permitted by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforSection 10.03; (exix) Indebtedness evidenced consisting of obligations of any Borrower or any of its Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Senior NotesTransaction, up to the aggregate principal amount of $30,000,000Permitted Acquisitions or any other Investment expressly permitted hereunder; (fxx) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business with business; (xxi) Indebtedness incurred by any Borrower or any of its Subsidiaries in respect of documentary letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the Agent ordinary course of business; provided that any such documentary letter of credit or as approved other similar instrument may be secured only by Liens attaching to the Required Lenders related documents of title and not any Inventory represented thereby; (xxii) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (xxiii) Unsecured Indebtedness under the IntermediateCo Notes in an aggregate principal amount of up to $50,000,000, issued by Holdings; (xxiv) Indebtedness in an aggregate principal amount at any time outstanding of up to $50,000,000 solely to the extent the Net Cash Proceeds thereof are applied to finance a Permitted Acquisition; (xxv) unsecured senior notes in an aggregate principal amount at any time outstanding of up to $50,000,000, or unsecured subordinated notes; provided that in either case, such Indebtedness does not provide for annual amortization of more than 1% and such debt matures more than 90 days after the Final Maturity Date; (xxvi) Indebtedness to finance the purchase of Inventory (other than U.K. Inventory included in the Collateral) by European Subsidiaries of Aleris; (xxvii) Indebtedness of Foreign Subsidiaries that are not Credit Parties (to the extent such Indebtedness is not guaranteed by a Credit Party); (xxviii) the New Senior Unsecured Notes; (xxix) Indebtedness pursuant to a declaration of joint and several liability used for the purpose of hedging against fluctuations in interest rates Section 2:403 of the Dutch Civil Code (on money borrowed by and any residual liability under such declaration arising pursuant to section 2:404(2) of the CompanyDutch Civil Code); (gA) Capital Lease Obligations incurred after secured Indebtedness of Aleris and its Subsidiaries (other than the date hereof not European Distribution Subsidiaries) in an aggregate principal amount at any time outstanding of up to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements greater of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other $500,000,000; and (ii) an unlimited principal amount if solely at the time of the incurrence of such Indebtedness the Senior Secured Leverage Ratio determined on a Pro Forma Basis is not greater than 3.5 to 1.0 on the date of such incurrence, and (B) unsecured Indebtedness of the Company Aleris and its Subsidiaries which (other than the European Distribution Subsidiaries) in an unlimited principal amount so long as no Default or Event of Default exists or would be caused thereby; provided that, in either case, such Indebtedness does not exceed in provide for annual amortization of more than 1% and such debt matures more than 60 days after the aggregate $2,800,000 at any one time outstandingFinal Maturity Date; and (jxxxi) Subsidiary Indebtedness; PROVIDEDIndebtedness constituting an Investment permitted by Section 10.05. Notwithstanding the foregoing, HOWEVERIndebtedness of the European Borrower permitted pursuant to clauses (v), the aggregate amount (xxiv), (xxv), (xvii), (xxi) and (xxx) of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding this Section 10.04 shall not exceed 5% $5,000,000 at any time outstanding. The accrual of Consolidated Net Tangible Assetsinterest and the accretion or amortization of original issue discount on Indebtedness and the payment of interest in the form of additional Indebtedness originally incurred in accordance with this Section 10.04 will not constitute an incurrence of Indebtedness.

Indebtedness. CreateThe Parent Borrower shall not, incurand shall not permit its Restricted Subsidiaries to, assume Incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) existing Indebtedness outstanding on the Lender IndebtednessFunding Date and described on Schedule 7.3; (b) Indebtedness outstanding on under the date hereof which is set forth on SCHEDULE 6.2Credit Documents; (c) accounts payable Indebtedness under: (for i) the deferred purchase price Term Loan Credit Documents and any Guaranties of Property or servicessuch Indebtedness by a Guarantor; and (ii) from time to time incurred in the ordinary course Senior Notes and any Guaranties of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP such Indebtedness by a Guarantor; provided that the principal amount of Term Loans and Senior Notes shall have been established therefor), and guaranties by the Company in the ordinary course not exceed an aggregate amount of business of $1,730,000,000 outstanding at any such obligations incurred by any Subsidiaryone time; (d) obligations for current taxes, assessments intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith than the US Holdco Intercompany Note) owed by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as any Credit Party shall be required by GAAP shall have been made thereforsubordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest under any Rate Swap Agreements Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the Agent honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as approved by the Required Lenders a result of drawings against insufficient funds shall be outstanding for the purpose of hedging against fluctuations one (1) Business Day before being included in interest rates (on money borrowed by the Company)such aggregate amount; (g) Capital Lease Obligations incurred after Indebtedness of a Person existing at the date hereof time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not to exceed $2,000,000Incurred in contemplation of such transaction; (h) Indebtedness (i) under purchase money debt Performance Guaranties and Performance Letters of Credit and (as required ii) with respect to be reported on letters of credit issued in the financial statements ordinary course of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredbusiness; (i) other Capitalized Lease Obligations and Indebtedness of the Company and its Subsidiaries which does not exceed in secured by Liens permitted under Section 7.2(g); provided that the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate principal amount of all Subsidiary Capitalized Lease Obligations and Indebtedness (other than Intercompany Indebtednessunder this Section 7.3(i) shall not exceed at any one time outstanding shall $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed 5% exceed, when taken together with all such other Indebtedness outstanding pursuant to this Section 7.3(m), the Subsidiary Debt Basket Amount; (n) the issuance by any of Consolidated Net Tangible Assetsthe Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness Incurred by any Credit Party; provided that the Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses (including any bona fide amendment, waiver or consent fee) reasonably Incurred, in connection such extension, modification, renewal, refinancing or replacement).

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other thanexcept: (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Closing Date; (c) accounts payable [reserved]; (d) [reserved]; (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations, Synthetic Lease Obligations and Capital Lease Obligations to the extent (i) arising under agreements entered into prior to the Petition Date in accordance with the Pre-Petition Credit Agreement and (ii) entered into after the Petition Date in an aggregate amount not to exceed, at any time outstanding, $250,000; (f) [reserved]; (g) Indebtedness in respect of bid, performance or surety bonds issued for the deferred purchase price account of Property any Company in the ordinary course of business, including guarantees or services) from time to time obligations of any Company incurred in the ordinary course of business with respect to letters of credit supporting such bid, performance or surety obligations (which, if greater in each case other than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforfor an obligation for money borrowed), and guaranties in an aggregate amount at any time outstanding not to exceed $300,000; (h) [reserved]; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the Company case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business business; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of incurrence; (j) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (k) [reserved]; (l) Indebtedness of any such Foreign Subsidiary (other than any Indebtedness owed to any Loan Party or any other Subsidiary) in an aggregate principal amount for all Foreign Subsidiaries in an amount not to exceed, at any time outstanding $500,000; (m) [reserved]; (n) Indebtedness incurred to pay premiums for insurance policies maintained by Borrower or any Subsidiary thereof in the ordinary course of business; (o) Contingent Obligations with respect to bonds issued to support workers’ compensation, unemployment or other insurance or self-insurance obligations, and similar obligations, in each case incurred in the ordinary course of business; (p) Indebtedness constituting indemnification, deferred purchase price adjustments, earn-outs or other similar contingent payment obligations incurred in connection with any Investment or Disposition not prohibited hereunder (other than, in the case of a Disposition, guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Borrower or the applicable Subsidiary, as the case may be, in connection with any such Disposition; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (eq) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount in respect of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements take-or-pay obligations contained in supply agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)business; (gr) Capital Lease Obligations Indebtedness representing deferred compensation to directors, officers, employees, members of management and consultants of Borrower or any of its Subsidiaries incurred after in the date hereof not to exceed $2,000,000ordinary course of business; (hs) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding[reserved]; and (jt) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets[reserved].

Indebtedness. CreateThe Consolidated Parties will not contract, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Subordinated Debt; (c) Indebtedness in respect of current accounts payable (for the deferred purchase price of Property or services) from time to time and accrued expenses incurred in the ordinary course of business (whichincluding, if greater than 90 days past due date to the extent not current, accounts payable and accrued expenses that are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiarysubject to bona fide dispute; (d) obligations purchase money Indebtedness (including Capital Leases) incurred by the Credit Parties to finance the purchase, construction, or improvement of fixed assets; provided that (i) the total of all such Indebtedness for current taxes, assessments all of the Credit Parties taken together shall not exceed an aggregate principal amount of $3,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as (iii) no such Indebtedness shall be required by GAAP shall have been made thereforrefinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (e) unsecured Indebtedness evidenced by owing from (i) the Senior Notes, up Credit Parties to the aggregate principal amount of Consolidated Parties, (ii) Consolidated Parties (other than Credit Parties) to Consolidated Parties (other than Credit Parties), (iii) the Canadian Subsidiaries to the Credit Parties not to exceed $30,000,000;5,000,000 at any time outstanding and (iv) the Mexican Subsidiaries to the Credit Parties not to exceed $3,000,000 at any time outstanding. (f) Indebtedness owing pursuant to obligations of the Borrower in respect of Hedging Agreements (including Interest Rate Swap Agreements Protection Agreements) entered into in the ordinary course of business with the Agent order to manage existing or as approved by the Required Lenders anticipated interest rate, exchange rate or commodity price risks and not for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)speculative purposes; (g) Capital Lease Obligations incurred after the date hereof not guaranty by one Credit Party of another Credit Party’s obligations, to exceed $2,000,000the extent such obligations constitute Indebtedness permitted hereunder; (h) Indebtedness under purchase money debt (existing as required to be reported on the financial statements of the Company pursuant to GAAP) Closing Date and set out more specifically in Schedule 6.9 hereto and renewals, refinancings or extensions thereof in a principal amount not to exceed the purchase price in excess of that outstanding as of the property acquireddate of such renewal, refinancing or extension or as otherwise permitted elsewhere herein; (i) Indebtedness under performance, surety, statutory or appeal bonds or with respect to workers’ compensation claims or other bonds permitted under the definition of Permitted Liens and incurred in the ordinary course of business; (j) Indebtedness of arising under the Company Revolving Credit Agreement, and its Subsidiaries any renewals, refinancings or extensions thereof to the extent permitted under the Intercreditor Agreement, in an aggregate amount not to exceed $140,000,000; (k) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; and (l) other unsecured Indebtedness which does not exceed $3,000,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Borrower will not, incur, assume and will ------------ not permit Holdings or suffer to exist, or permit any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist or otherwise become or be liable in respect of any Indebtedness, other than, without duplication, the following: (a) Indebtedness in respect of the Lender IndebtednessCredit Extensions and other Obligations; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2Senior Notes; (c) accounts payable Indebtedness which is identified in Item 7.2.2(c) (for "Ongoing Indebtedness") of the deferred purchase price Disclosure Schedule; (d) Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any time outstanding which is incurred by the Borrower or any of Property or servicesits Subsidiaries to a vendor of any assets permitted to be acquired pursuant to Section 7.2.7 (excluding assets acquired with Excess Capital Expenditures) from time to time finance its acquisition of such assets; (e) unsecured Indebtedness incurred in the ordinary course of business (whichincluding open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforbut excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) unsecured Indebtedness of (i) Holdings owing to any of its Subsidiaries, (ii) any Subsidiary to Holdings and (iii) any Subsidiary of Holdings owing to any other Subsidiary of Holdings, in each case so long as such Indebtedness, if owed to a Domestic Subsidiary, shall be evidenced by one or more promissory notes (in the form of Exhibit A to the Holdings Guaranty and Pledge Agreement or the Borrower Pledge Agreement, as the case may be) and pledged to the Administrative Agent pursuant to Interest Rate Swap Agreements the Holdings Guaranty and Pledge Agreement or the Borrower Pledge Agreement, as the case may be; (g) Indebtedness in respect of any Hedging Agreement; (h) the Western Union Commission Advance; (i) an overdraft facility with CoreStates in connection with the provision by CoreStates to the Borrower of bulk cash services, in a principal amount not to exceed $2,500,000; (j) a facility of National Money Mart Inc. with Bank of Montreal for overdrafts and other potential exposures in connection with the provision by Bank of Montreal to National Money Mart Inc. of payroll, ACH and check cashing services, in a principal amount not to exceed $3,500,000; (k) Holdings and the Borrower may guaranty obligations of their respective Subsidiaries arising under leases and purchase agreements entered into in the ordinary course of business or in connection with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company);Permitted Acquisitions; and (gl) Capital Lease Obligations incurred after other unsecured Indebtedness of the date hereof Borrower and its Subsidiaries not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed 2,500,000 in the aggregate $2,800,000 principal amount at any one time outstanding; and provided, however, that no Indebtedness otherwise permitted by clause -------- ------- (d), (e), (f), (g), (h), (j), (k) Subsidiary Indebtedness; PROVIDEDor (l) shall be permitted if, HOWEVERafter giving effect to the incurrence thereof, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding Default shall not exceed 5% of Consolidated Net Tangible Assetshave occurred and be continuing.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, contract, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness incurred pursuant to the Lender IndebtednessCredit Documents; PROVIDED that the aggregate principal amount of Indebtedness incurred pursuant to this Agreement shall in no event exceed the Total Commitments; (b) Indebtedness outstanding Existing Debt and any refinancing thereof; PROVIDED that any such refinancing of Existing Debt shall be on terms which, both taken as a whole and specifically as such terms relate to the date hereof which is set forth on SCHEDULE 6.2identity of the obligors, repayments of principal, covenants, events of default and security in property of the debtor, are in each event no more favorable to the creditor than the correlative terms of the Existing Debt; (c) accounts payable (for Interest Rate Agreements to the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties extent required by the Company in the ordinary course of business of any such obligations incurred by any SubsidiarySection 6.11; (d) obligations $1,000,000 of principal Indebtedness in the aggregate outstanding at any time for current taxes, assessments the Borrower and other governmental charges and taxes, assessments its Subsidiaries incurred to finance the cost of the acquisition of real or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as tangible personal property (including Capital Leases); PROVIDED that such Indebtedness shall be required at least 70% and shall not exceed 100% of the fair value of such property; and PROVIDED, FURTHER, that such Indebtedness is not secured by GAAP shall have been made thereforany Lien other than a Lien referred to in clause (g) of Section 7.03; (e) Indebtedness evidenced Contingent Obligations permitted by the Senior Notes, up to the aggregate principal amount of $30,000,000Section 7.16; (f) Indebtedness owing pursuant issued to Interest Rate Swap Agreements entered into sellers in connection with an acquisition, PROVIDED that such Indebtedness is unsecured, does not provide for any cash interest payments prior to the ordinary course of business Final B Term Loan Maturity Date and contains subordination and other terms satisfactory to the Agent, and PROVIDED, FURTHER, that the Borrower is in pro forma compliance with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)Section 4.03(b) hereof; (g) Capital Lease Obligations incurred after Indebtedness of the date hereof not Borrower to exceed $2,000,000any of its Wholly Owned Subsidiaries or of any Subsidiary to the Borrower or another Wholly Owned Subsidiary of the Borrower (but only so long as such Indebtedness is held by the Borrower or its Wholly Owned Subsidiary); (h) other unsecured Indebtedness under purchase money debt (as required to be reported on not exceeding $750,000 in the financial statements of aggregate for the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company Borrower and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (ji) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Capital Leases and purchase money Indebtedness (other than Intercompany Indebtedness) assumed in connection with any acquisition not to exceed $2,000,000 in principal outstanding at any one time outstanding shall not exceed 5% time, PROVIDED that after giving effect to such acquisition and the incurrence of Consolidated Net Tangible Assetssuch Indebtedness there is no Default under this Agreement and the Borrower is in compliance with Section 4.03(b).

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to Borrower shall not create, incur, assume or suffer to exist, exist any Indebtedness, other than: except the following (collectively, "PERMITTED INDEBTEDNESS"): (a) Indebtedness under the Lender Indebtedness; Loan Documents; (b) any Indebtedness set forth on Schedule 7.2; provided, that any refinancing of the Indebtedness set forth on Schedule 7.2 shall have the following terms: (i) the stated applicable pre-default or post-default interest rate (or the margin thereon if based on a variable rate) on such Indebtedness shall not be greater than the stated applicable pre-default or post-default interest rate (or the margin thereon if based on a variable rate) as in effect on the date hereof; (ii) the maximum principal amount outstanding under such Indebtedness as so refinanced does not exceed the maximum principal amount permitted to be outstanding on the date hereof which is hereof; and (iii) no advances under such Indebtedness may be made on or after the date hereof; (c) Capitalized Lease Obligations incurred after the Closing Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 7.3(e); provided, that the aggregate amount thereof outstanding at any time shall not exceed $250,000; (d) Indebtedness in connection with advances made by a stockholder in order to cure any default of the financial covenants set forth on SCHEDULE 6.2; Annex I; provided, however, that such Indebtedness shall be on an unsecured basis, subordinated in right of repayment and remedies to all of the Obligations and to all of Agent's and Lenders' rights and in form and substance satisfactory to Agent; (ce) accounts payable to trade creditors and current operating expenses (other than for the deferred purchase price of Property or servicesborrowed money) from time to time incurred in the ordinary course of business (whichand paid when due, if greater than 90 days past due date unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if reserves any, with respect thereto as are required by GAAP and deemed adequate under GAAP by Borrower's independent accountants shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; reserved; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Loan Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and any of its Subsidiaries set forth in Schedule 7.01 (and renewals, refinancings and extensions thereof on SCHEDULE 6.2terms and conditions no less favorable to such Person than such existing Indebtedness); (c) accounts payable (for Indebtedness of the deferred purchase price Borrower and any of Property or services) from time to time its Subsidiaries incurred in the ordinary course of business and consistent with the past practices of the Credit Parties; (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company d) Intercompany Indebtedness incurred in the ordinary course of business and consistent with the past practices of any such obligations incurred by any Subsidiary; (d) obligations the Credit Parties or for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforcash management purposes; (e) Indebtedness evidenced by obligations of the Senior Notes, up to Borrower in respect of the aggregate principal amount of $30,000,000Hedging Agreements; (f) unsecured Indebtedness owing pursuant which is (i) subordinated in right and time of payment to Interest Rate Swap Agreements entered into the Term Loan in a manner satisfactory to the ordinary course of business with Bank in its sole discretion and (ii) evidenced by a promissory note in form and substance satisfactory to the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company);Bank; and (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt Indebtedness secured by Liens contemplated by clause (as required to be reported on the financial statements vii) of the Company pursuant to GAAP) not to exceed definition of Permitted Liens, provided that the purchase price of the property acquired; (i) other Indebtedness of the Company Borrower and its Subsidiaries which does do not exceed in take any steps to increase the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate principal amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) secured by the acquired Property over the amount secured thereby at any one the time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsacquisition.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other than:except (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (b) (i) Indebtedness outstanding on the date hereof which Closing Date and listed on Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is set forth on SCHEDULE 6.2in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced, (iii) the Senior Secured Notes and the Senior Secured Note Guarantees, and (iv) the Senior Subordinated Notes and the Senior Subordinated Note Guarantees; (c) accounts payable Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $25.0 million at any time outstanding; (f) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the deferred purchase price account of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the any Company in the ordinary course of business business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations incurred by any Subsidiary; and bankers acceptances (d) obligations in each case other than for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders an obligation for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Companyborrowed); (g) Capital Lease Contingent Obligations incurred after the date hereof not to exceed $2,000,000of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01; (h) Indebtedness under purchase money debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (as required to be reported on except in the financial statements case of daylight overdrafts) drawn against insufficient funds in the Company pursuant to GAAP) not to exceed the purchase price ordinary course of the property acquiredbusiness; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) other Indebtedness arising in connection with endorsement of the Company and its Subsidiaries which does not exceed instruments for deposit in the aggregate $2,800,000 at any one time outstandingordinary course of business; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the unsecured Indebtedness of any Company in an aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not to exceed $30.0 million at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.

Indebtedness. CreateBorrower shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or be liable in any manner with respect to, suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other thanobligations of any Person, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $100,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or any Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred guarantees by any SubsidiarySubsidiaries of Borrower of the Obligations in favor of Lender; (d) obligations Indebtedness of Borrower under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for current taxesthe purpose of protecting a Person against fluctuations in interest rates; provided, assessments and other governmental charges and taxesthat, assessments such arrangements are with banks or other governmental charges which financial institutions that have combined capital and unimpaired surplus of not less than $1,000,000,000 and are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated for speculative purposes and diligently conducted, if reserves as such Indebtedness shall be required by GAAP shall have been made thereforunsecured; (e) the Indebtedness evidenced by the Senior Notes, up set forth on Schedule 9.9 to the aggregate principal Information Certificate, which Indebtedness, in the case of the loans received by Borrower against the cash surrender value of life insurance contracts owned by Borrower (as described in such Schedule 9.9), may be increased by Borrower in excess of the amount of $30,000,000such Indebtedness outstanding as of the date of this Agreement; provided, that, (i) Borrower may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (f) Indebtedness owing pursuant for money borrowed after the date hereof from a commercial mortgage lender with respect to Interest Rate Swap Agreements entered into the Attleboro Property, provided that, (i) Borrower shall deliver at least ten (10) Business Days prior written notice of any such proposed mortgage loan, including a brief description of the material terms thereof and a copy of all documents to be executed in connection therewith, (ii) the ordinary course principal amount of business with such Indebtedness shall not exceed $750,000 and the Agent or as approved terms and conditions of such mortgage loan shall be satisfactory to Lender, (iii) all proceeds of such mortgage loan shall be remitted directly by the Required Lenders mortgage lender to Lender for application to the purpose of hedging against fluctuations Obligations in interest rates (on money such order and manner as Lender shall determine in its discretion, which amount may be immediately re-borrowed by the CompanyBorrower (subject to all other terms of this Agreement);, and (iv) no Default or Event of Default shall have then occurred and be continuing; and (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsLicense Agreements.

Indebtedness. Create, incur, assume or suffer to exist, or permit Neither Lessee nor any of its Subsidiaries to shall create, incur, assume or suffer permit to exist, exist any Indebtedness except for the following ("Permitted Indebtedness, other than:"): (ai) The Lessee Obligations under the Lender IndebtednessOperative Documents; (bii) The Related Credit Obligations, provided that the aggregate principal amount thereof outstanding at any time does not exceed $125,000,000; (iii) Synthetic Lease Obligations, provided that the aggregate principal amount thereof (including the Outstanding Lease Amounts hereunder) outstanding at any time does not exceed $595,000,000; (iv) Indebtedness outstanding of Lessee and its Subsidiaries listed in Schedule 5.02(a) and existing on the date hereof which is set forth on SCHEDULE 6.2of this Agreement (including committed but undrawn amounts); (cv) Indebtedness of Lessee and its Subsidiaries arising from the endorsement of instruments for collection in the ordinary course of Lessee's or a Subsidiary's business; (vi) Indebtedness of Lessee and its Subsidiaries for trade accounts payable payable, provided that (for the deferred purchase price of Property or servicesA) from time to time incurred such accounts arise in the ordinary course of business and (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business B) no material part of any such obligations incurred by any Subsidiary; account is more than ninety (d90) obligations days past 39 44 due (unless subject to a bona fide dispute and for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if adequate reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Companyestablished); (gvii) Capital Lease Obligations incurred after the date hereof Indebtedness of Lessee and its Subsidiaries under Rate Contracts, provided that all such Rate Contracts are entered into in connection with bona fide hedging operations and not to exceed $2,000,000for speculation; (hviii) Indebtedness of Lessee and its Subsidiaries under purchase money debt loans and Capital Leases incurred by Lessee or any of its Subsidiaries to finance the acquisition by such Person of real property, fixtures or equipment provided that in each case, (as required to be reported on A) such Indebtedness is incurred by such Person at the financial statements time of, or not later than thirty (30) days after, the acquisition by such Person of the Company pursuant to GAAPproperty so financed, (B) such Indebtedness does not to exceed the purchase price of the property acquiredso financed, and (C) no Default has occurred and is continuing at the time such Indebtedness is incurred or will occur after giving effect to such Indebtedness; (iix) other Indebtedness of the Company Lessee and its Subsidiaries which under initial or successive refinancings of any Indebtedness permitted by clause (ii) or (iv) above, provided that (A) the principal amount of any such refinancing does not exceed the principal amount of the Indebtedness being refinanced (except to the extent otherwise permitted by clause (xi) below) and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to the Participants than the Indebtedness being refinanced; (x) Indebtedness of Lessee and its Subsidiaries with respect to surety, appeal, indemnity, performance or other similar bonds in the aggregate $2,800,000 at any one time outstandingordinary course of business; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateBorrower will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, create, incur, assume or otherwise become liable for or suffer to exist, exist any Indebtedness, other than: (ai) the Lender IndebtednessIndebtedness of Borrower to Lenders hereunder; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (cii) accounts payable to trade creditors for goods and services and current operating liabilities (for not the deferred purchase price result of Property or servicesthe borrowing of money) from time to time incurred in the ordinary course of Borrower’s or such Subsidiary’s business (whichin accordance with customary terms and paid within the specified time, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being unless contested in good faith by appropriate action or proceeding promptly initiated proceedings and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforreserved for in accordance with GAAP; (eiii) Indebtedness evidenced consisting of guarantees resulting from endorsement of negotiable instruments for collection by the Senior Notes, up to the aggregate principal amount Borrower or any of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into its Subsidiaries in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose business; (iv) existing Indebtedness of hedging against fluctuations Borrower and its Subsidiaries set forth in interest rates (on money borrowed by the CompanySchedule 6.4(a)(iv); (gv) Capital Lease Obligations incurred after the date hereof Senior Debt and Subordinated Debt of Borrower and its Subsidiaries in an aggregate principal amount not to exceed $2,000,00030,000,000 at any time outstanding; (hvi) Indebtedness consisting of Capital Debt; (vii) Indebtedness of Borrower and its Subsidiaries under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) Capital Leases in an aggregate principal amount not to exceed the purchase price of the property acquired$1,000,000 at any time outstanding; (iviii) other Indebtedness of the Company and Borrower to any of its wholly-owned Subsidiaries which does not exceed in the aggregate $2,800,000 at or of any one time outstandingof its wholly-owned Subsidiaries to another of its wholly-owned Subsidiaries; and (jix) Subsidiary Indebtedness; PROVIDED, HOWEVER, Indebtedness of Borrower incurred pursuant to the aggregate Loan Purchase Agreements in a maximum principal amount not to exceed $90,000,000 and Indebtedness of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsBorrower under the Guaranty.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and any of its Subsidiaries set forth on SCHEDULE 6.2in Schedule 8.1; (c) accounts payable purchase money Indebtedness (including Capital Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness (for all such Persons taken together) shall not exceed an aggregate principal amount of $3,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above (other than any such Indebtedness incurred in connection with acquisitions)); (ii) such Indebtedness when incurred shall not exceed the deferred purchase price of Property the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or servicesanticipated interest rate or exchange rate risks and not for speculative purposes; (e) from time to time Intercompany Indebtedness incurred in the ordinary course of business (which, if greater than 90 days and consistent with past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiarypractices or for cash management purposes; (df) obligations for current taxesadditional Subordinated Indebtedness which by its terms (i) requires repayment of principal (including any sinking fund) and annual cash interest payments in amounts not greater than and at such times not earlier than are required by the Subordinated Note Documents, assessments (ii) is unsecured, and (iii) is on market terms, including without limitation subordination and other governmental charges intercreditor terms, that are consistent with the public bond market and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall that have been made therefor;approved by the Required Lenders. (eg) Subordinated Indebtedness evidenced issued in exchange for Subordinated Indebtedness listed on Schedule 8.1, provided such Subordinated Indebtedness meets the requirements of clauses (i), (ii) and (iii) of Section 8.1(f) above. (h) in addition to the Indebtedness otherwise permitted by this Section 8.1, other Indebtedness hereafter incurred by the Senior NotesBorrower or any of its Subsidiaries provided that (i) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to the Borrower and its Subsidiaries that are more restrictive than the covenants and default provisions contained in the Credit Documents, up (ii) on the date of incurrence of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence of such Indebtedness of the Borrower or any of its Subsidiaries, no Default or Event of Default would exist hereunder, and (iii) the aggregate principal amount of $30,000,000; (f) such Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets$10,000,000 at any time.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 5.1 (and set out more specifically in Schedule 8.1(b)) and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness incurred after the deferred Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction, expansion or servicesimprovement of an asset provided that (i) from such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing plus reasonable costs and expenses; and (iii) the total aggregate amount of all such Capital Leases and Indebtedness of the Borrower and its Subsidiaries, as a group, shall not exceed $4,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxes, assessments Unsecured intercompany Indebtedness between a Credit Party and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforanother Credit Party; (e) Indebtedness evidenced by the Senior Notesand obligations owing under interest rate protection agreements and currency protection agreements and commodity purchase or option agreements entered into in order to manage existing or anticipated interest rate, up to the aggregate principal amount of $30,000,000exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness owing pursuant Subordinated Indebtedness, the terms of subordination and other terms and provisions of which are acceptable to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)their discretion; (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries Borrower which does not exceed $10,000,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents and the Subordinated Debt; (b) Indebtedness outstanding on existing as of the date hereof which is Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) and Indebtedness set forth on SCHEDULE 6.2Schedule 4.1(u) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness incurred after the deferred Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such asset; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $20,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxesUnsecured intercompany Indebtedness among the Borrower and its Subsidiaries, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as provided that any such Indebtedness shall be required by GAAP fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Agent; and provided, further, that intercompany Indebtedness of Foreign Subsidiaries owed to Domestic Credit Parties shall have been made therefornot exceed $25,000,000 in the aggregate at any one time; (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Hedging Agreements relating to the aggregate principal amount of $30,000,000Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness and obligations of Domestic Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise (on money borrowed by but not under standby, direct pay or other letters of credit except for the Company)Letters of Credit hereunder) generally; (g) Capital Lease Obligations Indebtedness of Foreign Subsidiaries (excluding any intercompany Indebtedness permitted to be incurred after hereunder), which Indebtedness may be secured by the date hereof assets of such Foreign Subsidiaries located outside of the United States, in an amount not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed 15,000,000 in the aggregate $2,800,000 at any one time outstanding; provided, however, that with respect to any such Indebtedness incurred by any Klopman Entity or 3427803 Canada Limited or any of its Subsidiaries, the amount of such Indebtedness shall be reserved against the Borrowing Base; and provided, further that the terms and provisions of any such Indebtedness shall be reasonably acceptable to the Agent; and (jh) Subsidiary Indebtedness; PROVIDED, HOWEVER, other unsecured Indebtedness of Domestic Credit Parties which does not exceed $10,000,000 in the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.

Indebtedness. CreateThe Issuer shall not, directly or indirectly, and will not, directly or indirectly, permit any Subsidiary to, incur, create, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness represented by the Lender IndebtednessNotes; (b) Indebtedness outstanding on Contingent Obligations constituting endorsements for collection or deposit in the date hereof which is set forth on SCHEDULE 6.2ordinary course of business; (c) accounts payable (current liabilities in respect of taxes, assessments and governmental charges or levies incurred, or claims for the deferred purchase price of Property labor, materials, inventory, services, supplies and rentals incurred, or services) from time to time incurred for goods or services purchased, in the ordinary course of business (which, if greater than 90 days consistent with the past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by practice of the Company in the ordinary course of business of any Issuer or such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements arising under any performance bond reimbursement obligation entered into in the ordinary course of business of the Issuer or such Subsidiary consistent with the Agent past practice of the Issuer or as approved by such Subsidiary; (e) unimpaired indemnification claims under the Required Lenders for declaration of trust of the purpose of hedging against fluctuations Issuer; (f) Indebtedness arising in interest rates (on money borrowed by the Company)connection with Subsidiaries formed or maintained pursuant to Section 4.18; (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000First Lien Debt; (h) Indebtedness under purchase money debt (as required incurred to be reported on the financial statements of the Company pursuant to GAAP) not to exceed finance the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtednessproperty; PROVIDED, HOWEVER, that such Indebtedness shall be non-recourse to the aggregate amount Issuer or such Subsidiary; and (i) additional secured Indebtedness of all Subsidiary Indebtedness the Issuer; PROVIDED, HOWEVER, that (other than Intercompany Indebtednessi) at any one time outstanding shall not exceed 5100% of Consolidated Net Tangible Assetsthe net cash proceeds of such Indebtedness, after deducting all expenses related thereto, shall be applied to the repayment of the Notes in accordance with Section 3.09, and (ii) the interest rate payable in respect of such Indebtedness shall be lower than the interest rate then payable in respect of the Notes; and, PROVIDED, FURTHER, that if such interest rate is not a fixed rate of interest, the Issuer shall have entered into an interest rate agreement or other contractual arrangement concurrently with the incurrence of such Indebtedness the economic effect of which shall be that such floating interest rate over the life of such Indebtedness shall be lower than the interest rate then payable in respect of the Notes.

Indebtedness. CreateThe Obligors will not, incur, assume or suffer to exist, or nor will they permit any of its their respective Subsidiaries to to, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness created under the Lender IndebtednessFinancing Documents; (b) Indebtedness outstanding on the date hereof which is and set forth on SCHEDULE 6.2in Schedule 6.18 of the Disclosure Letter, and extensions, renewals and replacements of any such Indebtedness that do not increase the aggregate outstanding principal amount thereof; (c) accounts payable Indebtedness of an Obligor other than the Borrower or any Subsidiary of the Borrower owed to another Obligor or a Wholly Owned Subsidiary of such Obligor, which Indebtedness shall (i) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent, (ii) be otherwise permitted under Section 8.07 and (iii) constitute Collateral under the Security Agreement; (d) Indebtedness of the Borrower or any Subsidiary in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets; provided that the deferred purchase price total principal amount of Property Indebtedness permitted by this Section 8.01(d), together with the total principal amount of Indebtedness permitted by Section 8.01(i), shall not exceed $2,000,000 in the aggregate at any time outstanding in any fiscal year; (e) endorsements of negotiable instruments for deposit or servicescollection or similar transactions in the ordinary course of business; (f) from time to time incurred obligations (contingent or otherwise) existing or arising under Hedging Agreements entered into with a Lender or an Affiliate of a Lender in the ordinary course of business to directly mitigate risks associated with fluctuations in interest rates or foreign exchange rates and not for speculative purposes; (whichg) Indebtedness arising from the honoring by a bank or other financial institution of a check, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company draft or similar instrument drawn against insufficient funds in the ordinary course of business business; provided that (i) such Indebtedness is extinguished within 10 Business Days of any its incurrence and (ii) such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments Indebtedness in respect of credit or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000purchase cards is extinguished within 90 days from its incurrence; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements Guarantees of the Company pursuant to GAAP) not to exceed the purchase price Borrower in respect of Indebtedness otherwise permitted hereunder of the property acquiredBorrower; (i) other Indebtedness of the Company Borrower or any Subsidiary in respect of Capital Lease Obligations and its Subsidiaries which does purchase money obligations for fixed or capital assets acquired in Permitted Acquisitions; provided that the total principal amount of Indebtedness permitted by this Section 8.01(i), together with the total principal amount of Indebtedness permitted by Section 8.01(d), shall not exceed $2,000,000 in the aggregate $2,800,000 at any one time outstandingoutstanding in any fiscal year; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the Other unsecured Indebtedness in an aggregate principal amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not exceeding $1,000,000 at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Create, incur, assume or suffer to exist, or The Credit Parties will not permit any of its Subsidiaries Consolidated Party to contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and its Subsidiaries set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof on SCHEDULE 6.2terms and conditions no less favorable to such Person than such existing Indebtedness); (c) accounts payable purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness under this clause (c) for all such Persons taken together shall not exceed an aggregate principal amount of $20,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under Section 8.6; (f) Indebtedness of any Subsidiary of the Borrower that existed at the time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition and Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition; provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition; (ii) the total of all such Indebtedness under this clause (f) for all such Persons taken together shall not exceed an aggregate principal amount of $30,000,000 at any one time outstanding; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) additional unsecured senior Indebtedness or unsecured Subordinated Indebtedness of the Borrower, provided that: (i) both immediately before and after giving effect to such incurrence, no Default or Event of Default has occurred and is continuing; (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (and assuming all commitments are fully drawn), the Borrower is in compliance with the financial covenants set forth in Section 8.18 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.1(a) or (b); (iii) (A) with respect to additional unsecured senior Indebtedness, such Indebtedness shall have a stated final maturity date not earlier than the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the latest Maturity Date in effect at the time of incurrence of such Indebtedness and (B) with respect to additional unsecured Subordinated Indebtedness, such Indebtedness shall have a stated final maturity date not earlier than the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness; provided that the foregoing requirements of this clause (iii) shall not apply to any Qualifying Bridge Facility; (iv) such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof prior to the latest Maturity Date in effect at the time of incurrence of such Indebtedness; provided that it is understood and agreed that a customary mandatory offer to purchase notes as a result of a change of control or sale of assets provision in a note indenture shall not violate this clause (g)(iv); provided further that the foregoing requirements of this clause (iv) shall not apply to any Qualifying Bridge Facility; (v) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the longest then remaining Weighted Average Life to Maturity of any Incremental Term Loans then outstanding; provided that the foregoing requirements of this clause (v) shall not apply to any Qualifying Bridge Facility; and (vi) the terms and conditions of any such Indebtedness shall not taken as whole, be (excluding, for the avoidance of doubt, interest rates, interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) materially more restrictive on the Parent, the Borrower and its Subsidiaries than those under the Credit Documents (when taken as a whole). (h) Guaranty Obligations of the Parent, the Borrower or any of the Subsidiaries of the Parent with respect to any Indebtedness of the Parent or any of its Subsidiaries permitted by this Section 8.1; (i) to the extent constituting to be Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case in the ordinary course of business and consistent with past practice; (j) (A) to the extent constituting Indebtedness, obligations under Cash Management Agreements and (B) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (k) Indebtedness under the Cash Collateral Agreement (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness) in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding; (l) to the extent that any earn-out payments due under any acquisition agreement by any Consolidated Party (the “Earn-Out Liabilities”) constitute “the deferred purchase price of Property or servicesservices purchased by such Person” pursuant to clause (d) from time of the definition of Indebtedness, Earn-Out Liabilities with respect to time any Permitted Acquisition; (m) Indebtedness representing deferred compensation or similar obligations to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business and consistent with past practice; (which, if greater than 90 days past due date are being contested n) Indebtedness consisting of take-or-pay obligations contained in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company supply agreements in the ordinary course of business of any such obligations incurred by any Subsidiary;business; and (do) obligations for current taxes, assessments and other governmental charges and taxes, assessments secured Indebtedness of the Borrower or other governmental charges which are not yet due or are being contested any of its Subsidiaries in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the an aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price greater of the property acquired; (i) other Indebtedness $50,000,000 or 2.5% of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 Consolidated Total Assets at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateEach of the Credit Parties will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness of the deferred Borrower and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such asset; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxesUnsecured intercompany Indebtedness among the Credit Parties, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as provided that any such Indebtedness shall be required (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and (ii) evidenced by GAAP promissory notes which shall have been made thereforbe pledged to the Administrative Agent as Collateral for the Credit Party Obligations; (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to the aggregate principal amount of $30,000,000manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise (on money borrowed by but not under standby, direct pay or other letters of credit except for the Company)Letters of Credit hereunder) generally; (g) Capital Lease Guaranty Obligations in respect of Indebtedness of a Credit Party to the extent such Indebtedness is permitted to exist or be incurred after the date hereof not pursuant to exceed $2,000,000this Section 6.1; (h) Subordinated Indebtedness under purchase money debt (as required to be reported on in a principal amount not exceeding $30,000,000 in the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired;aggregate at any time outstanding; and (i) other Indebtedness of the Company Borrower and its Subsidiaries which does not exceed $2,500,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Credit Parties will not, incur, assume or suffer to exist, or nor will they permit any of its their Restricted Subsidiaries to to, directly or indirectly, at any time create, incur, assume or suffer to exist, any Indebtedness, Indebtedness other than: (ai) Indebtedness under the Credit Documents; (ii) Indebtedness secured by ▇▇▇▇▇ permitted by Section 7.2(a)(iii); (iii) the Lender Existing Indebtedness; (biv) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (indorsement of negotiable instruments for the deferred purchase price of Property deposit or services) from time to time incurred collection or similar transactions in the ordinary course of business business; (whichv) Indebtedness of a Borrower or its Restricted Subsidiaries secured by purchase money liens on equipment acquired after the date of this Credit Agreement not to exceed $1,250,000 in the aggregate outstanding at any one time ("PURCHASE MONEY LIENS") so long as such Indebtedness shall be from parties and on terms and conditions satisfactory to the Agent. Each Purchase Money Lien shall attach only to the property to be acquired, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP a description shall have been established therefor)furnished to the Agent for any item of equipment for which the purchase price is greater than $250,000, and guaranties by the Company in debt incurred shall not exceed one hundred percent (100%) of the ordinary course purchase price of business the item or items of any such obligations incurred by any Subsidiaryequipment purchased; (dvi) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith Indebtedness constituting Contingent Obligations otherwise permitted by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforSection 7.2(v); (evii) Indebtedness evidenced by the Senior NotesIntercompany Subordinated Notes owing by one Borrower or the Guarantor to another Borrower or the Guarantor; PROVIDED that (A) such Indebtedness is used only for general corporate purposes, up (B) such Indebtedness is evidenced by one or more promissory notes subordinated to the aggregate principal amount payment of $30,000,000the Obligations and otherwise in form and substance satisfactory to the Agent, (C) such promissory notes are pledged to the Agent for the ratable benefit of the Lenders pursuant to documentation in form and substance satisfactory to the Agent and (D) such notes are delivered to the Agent with note powers executed in blank; (fviii) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)Senior Notes; (gix) Capital Lease Obligations incurred after Indebtedness under the date hereof Senior Note Guaranty; (x) Indebtedness constituting Investments otherwise permitted by Sections 7.2(f)(vii), (ix), (x) and (xi) provided that such Indebtedness is on terms and conditions including, without limitation, amount, pricing, amortization, intercreditor arrangements and extent of subordination reasonably satisfactory to the Majority Lenders; (xi) if the Tape Acquisition is consummated in accordance with Section 7.2(f)(ix), Indebtedness of Tape Inc.; and (xii) Indebtedness for capital leases not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets5,000,000.

Indebtedness. CreateEach Borrower and Guarantor shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $15,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower, Guarantor or Domestic Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in favor of Agent for the deferred purchase price benefit of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any SubsidiarySecured Parties; (d) obligations for current taxes, assessments and the Indebtedness of any Borrower or Guarantor to any other governmental charges and taxes, assessments Borrower or other governmental charges which are not yet due Guarantor arising after the date hereof pursuant to loans by any Borrower or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforGuarantor permitted under Section 9.10(b) hereof; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements any Borrower or Guarantor entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are with a Bank Product Provider (ii) such arrangements are not for speculative purposes, (iii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with any Bank Product Provider that are secured under the terms hereof or except to the extent secured by pledges or deposits of cash as permitted under Section 9.8 hereof and (iv) the terms and amounts of such Indebtedness shall be substantially similar to those in effect under Hedge Agreements as of the date hereof, or otherwise shall be reasonably acceptable to Agent; (f) Indebtedness (i) of any Foreign Subsidiary arising after the date hereof; provided, that, except as provided in subclauses (iii), (iv) or (v) of this clause (f), (A) no Borrower or Guarantor shall be directly or indirectly liable as to any such Indebtedness (by virtue of such Borrower or Guarantor being the primary obligor on, guarantor of, or otherwise liable in any respect of such Indebtedness), and (B) any default by a Foreign Subsidiary in respect of such Indebtedness shall not constitute a default in respect of any Indebtedness of a Borrower or Guarantor; (ii) of Shanghai C&D Battery Co., Ltd. in an amount not to exceed ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇; (▇▇▇) in the form of unsecured guarantees of Indebtedness of Foreign Subsidiaries other than those identified in clauses (iv) and (v) below, in an aggregate amount at any time not to exceed the lesser of (A) the US Dollar Equivalent of $1,000,000 and (B) the amount equal to the US Dollar Equivalent of $1,000,000 minus the aggregate outstanding amount of loans and advances by Borrowers and Guarantors to Foreign Subsidiaries pursuant to Section 1.107(f) hereof; (iv) in the form of unsecured guarantees by Borrowers of Indebtedness incurred by C&D Technologies ▇▇▇▇▇▇▇, S. De ▇.▇. de C.V. for working capital purposes in an aggregate amount at any time outstanding not to exceed the US Dollar Equivalent of $10,000,000 minus the aggregate outstanding amount of repayments in respect of such Indebtedness, and (v) (A) in the form of an unsecured limited guarantee by Parent of the obligations of Shanghai Power Transmission and Distribution Co., Ltd., as the joint venture partner of Parent in Shanghai C&D Battery Co., Ltd., for the Indebtedness of Shanghai C&D Battery Co., Ltd. as provided in clause (ii) above, in an amount not to exceed sixty-seven percent (67%) of the obligations of such joint venture partner, or (B) in the form of an unsecured limited guarantee by Parent of the obligations of Shanghai C&D Battery Co., Ltd., for the Indebtedness of Shanghai C&D Battery Co., Ltd. as provided in clause (ii) above, in an amount not to exceed sixty-seven percent (67%) of such Indebtedness; in each case, provided, that, each of the following conditions is satisfied by Borrowers as determined by Agent: (1) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (2) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as approved duly authorized, executed and delivered by the Required Lenders for parties thereto and (3) as of the purpose date of hedging against fluctuations in interest rates (on money borrowed by the Company)incurring such Indebtedness and after giving effect to such Indebtedness, no Default or Event of Default shall exist or have occurred; (g) Capital Lease Obligations incurred unsecured Indebtedness of any Borrower or Guarantor arising after the date hereof to any third person (but not to any other Borrower or Guarantor); provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in such order and manner as Agent may determine or at Agent’s option, to be held as cash collateral for the Obligations, (v) in no event shall the aggregate principal amount of such Indebtedness incurred during the term of this Agreement exceed $2,000,000, (vi) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vii) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (viii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (h) Indebtedness of any Borrowers evidenced by or arising under purchase money debt (the Convertible Note Indentures as required to be reported in effect on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired;date hereof, provided, that: (i) the aggregate principal amount of such Indebtedness shall not exceed $129,500,000.00, less the aggregate amount of all repayments, repurchases or redemptions thereof from and after such date, whether optional or mandatory, plus interest thereon at any of the applicable rates provided in the Convertible Note Indentures and/or in the Registration Rights Agreements executed in connection with the Convertible Note Indentures, each as in effect on the date hereof; (ii) such Indebtedness is and shall remain unsecured; (iii) Borrowers and Guarantors shall not, directly or indirectly, make, or be required to make, any payments in respect of such Indebtedness, except, that, Borrowers may make regularly scheduled payments of interest and fees, on an unaccelerated basis, in respect of such Indebtedness in accordance with the terms of the Convertible Note Indentures and/or the Registration Rights Agreements, in each case as in effect on the date hereof; (iv) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change any of the material terms of such Indebtedness or of any of the Convertible Note Indentures as in effect on the date hereof, except, that, Borrowers may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in connection therewith, or to make the provisions thereof less restrictive or burdensome than the terms or conditions of the Convertible Note Indentures as in effect on the date hereof, or (B) make optional prepayments of principal or interest or redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (i) Indebtedness of any Borrower or Guarantor arising after the Company date hereof issued in exchange for, or the proceeds of which are used to refinance, replace or substitute for Indebtedness permitted under Sections 9.9(b), 9.9(g) and its Subsidiaries 9.9(h) hereof (the “Refinancing Indebtedness”); provided, that, as to any such Refinancing Indebtedness, each of the following conditions is satisfied: (i) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention to incur such Indebtedness, which does notice shall set forth in reasonable detail satisfactory to Agent, the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as Agent may reasonably request, (ii) promptly upon Agent’s request, Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, as duly authorized, executed and delivered by the parties thereto, (iii) the Refinancing Indebtedness shall have a Weighted Average Life to Maturity and a final maturity equal to or greater than the Weighted Average Life to Maturity and the final maturity, respectively, of the Indebtedness being extended, refinanced, replaced, or substituted for, (iv) the Refinancing Indebtedness shall rank in right of payment no more senior than, and be at least as subordinated (if subordinated) to, the Obligations as the Indebtedness being extended, refinanced, replaced or substituted for, (v) the Refinancing Indebtedness shall not include terms and conditions with respect to any Borrower or Guarantor which are more burdensome or restrictive in any material respect than those included in the Indebtedness so extended, refinanced, replaced or substituted for, (vi) such Indebtedness incurred by any Borrower or Guarantor shall be at rates and with fees or other charges that are commercially reasonable, (vii) as of the date of incurring such Indebtedness and after giving effect to such Indebtedness, no Default or Event of Default shall exist or have occurred, (viii) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so extended, refinanced, replaced or substituted for (plus the amount of refinancing fees and expenses incurred in connection therewith outstanding on the aggregate $2,800,000 at date of such event), (ix) Borrowers and Guarantors may only make regularly scheduled payments of principal, interest and fees, if any, in respect of such Indebtedness to the extent such payments would have been permitted hereunder in respect of the Indebtedness so extended, refinanced, replaced or substituted for (and except as otherwise permitted below), (x) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change any one time outstandingterms of the agreements with respect to such Refinancing Indebtedness, except that Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof to the extent permitted with respect to the Indebtedness so extended, refinanced, replaced or substituted for, or (B)redeem, retire, defease, purchase or otherwise acquired such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose (other than with Refinancing Indebtedness to the extent permitted herein and to the extent permitted with respect to the Indebtedness so extended, refinanced, replaced or substituted for), (xi) Borrowers and Guarantors shall furnish to Agent copies of all material notices or demands in connection with Indebtedness received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; and (j) Subsidiary Indebtednessthe Indebtedness set forth on Schedule 9.9 to the Information Certificate; PROVIDEDprovided, HOWEVERthat, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the aggregate amount terms of all Subsidiary the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than Intercompany pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) at Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsBorrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be.

Indebtedness. Create, incur, assume or suffer to exist, or The Credit Parties will not permit any of its their Subsidiaries to contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness, together with all such Indebtedness of the Borrower secured by Liens permitted by clause (vi) of the definition of “Permitted Liens”, shall not exceed an aggregate principal amount of $50,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding on thereon at the date hereof which is set forth on SCHEDULE 6.2time of such refinancing; (c) accounts payable Indebtedness set forth in Schedule 8.1 and any renewals, refinancings or extensions thereof (for without increasing the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforamount thereof), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforspeculative purposes; (e) intercompany Indebtedness evidenced by the Senior Notesarising out of loans, up to the aggregate principal amount of $30,000,000advances and Guaranty Obligations permitted under Section 8.6; (f) other Indebtedness, provided that the aggregate outstanding principal amount of such Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in shall not exceed the ordinary course difference between (i) 10% of business with Consolidated Tangible Assets minus (ii) the Agent or as approved aggregate outstanding principal amount of Indebtedness of the Borrower secured by Liens permitted by clause (xix) of the Required Lenders for the purpose definition of hedging against fluctuations in interest rates (on money borrowed by the Company)Permitted Liens; (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000;Permitted Government Revenue Bond Indebtedness; and (h) Indebtedness under purchase money debt (as required to be reported on the financial statements in respect of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company Sale and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsLeaseback Transactions permitted by Section 8.13.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other than:except (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents and any Credit Facility Refinancing Indebtedness incurred in compliance with Section 2.18; (b) Indebtedness outstanding on the date hereof which is set forth ARCA Effective Date and listed on SCHEDULE 6.2Schedule 6.01(b), including without limitation the Existing Convertible Notes, and Permitted Refinancings thereof; (c) accounts payable Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Sections 6.04(f), (j), (k) or (m); (e) Indebtedness in respect of Purchase Money Obligations (and Permitted Refinancings thereof) and Capital Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions, in an aggregate amount under this clause (e) not to exceed $50.0 million at any time outstanding; (f) Indebtedness incurred by Foreign Subsidiaries that are not Guarantors in an aggregate amount not to exceed $100.0 million at any time outstanding; (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the deferred account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); (h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (j) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (k) Indebtedness in an aggregate amount for all Companies not to exceed, at any one time outstanding, the greater of (i) $125.0 million and (ii) 4.00% of Total Assets; (l) Holdings and its Subsidiaries may become and remain liable with respect to customary indemnification and purchase price adjustment obligations incurred in connection with Asset Sales or other sales of Property assets; (m) Indebtedness assumed in connection with Permitted Acquisitions in an aggregate amount not to exceed, at any time outstanding, the greater of (x) $200.0 million and (y) 7.00% of Total Assets; provided that (x) such Indebtedness (i) was not incurred in contemplation of such Permitted Acquisition, (ii) is secured only by the assets acquired in the applicable Permitted Acquisition (including any acquired Equity Interests), (iii) the only obligors with respect to any Indebtedness incurred pursuant to this clause (m) shall be those persons who were obligors of such Indebtedness prior to such Permitted Acquisition, (y) both immediately prior to and after giving effect thereto no Default shall exist or servicesresult therefrom and (z) from Holdings shall be in compliance on a Pro Forma Basis after giving effect to the assumption of such Indebtedness with each of the covenants set forth in Section 6.10(a) and (b) for the Test Period then last ended; (n) [Reserved]; (i) Subordinated Indebtedness (including, without limitation, Permitted Subordinated Notes), so long as, on the date of the incurrence thereof and on a Pro Forma Basis after giving effect thereto and the use of the proceeds thereof, (x) the Total Leverage Ratio is not more than the ratio provided in Section 6.10(a) for the most recently ended Test Period and (y) the Consolidated Interest Coverage Ratio is not less than the ratio provided in Section 6.10(b) for the most recently ended Test Period and (ii) any Permitted Refinancing thereof; (p) (i) senior Indebtedness (including Permitted Senior Notes), so long as, on the date of the incurrence thereof and on a Pro Forma Basis after giving effect thereto and the use of the proceeds thereof, (x) the Total Leverage Ratio is not more than the ratio provided in Section 6.10(a) for the most recently ended Test Period less 0.50; and (y) the Consolidated Interest Coverage Ratio is not less than the ratio provided in Section 6.10(b) for the most recently ended Test Period and (ii) any Permitted Refinancing thereof; (q) Indebtedness in respect of Permitted Additional Notes, the net proceeds of which are used to redeem, refinance, repurchase, defease or otherwise Refinance the Existing Convertible Notes (provided that (x) such Permitted Additional Notes have a final maturity date that is no earlier than 181 days after the Final Maturity Date and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom and Holdings shall be in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with each of the covenants set forth in Sections 6.10(a) and (b) for the Test Period then last ended) and, in each case, Permitted Refinancings thereof, provided that (i) the aggregate outstanding principal amount of all Permitted Senior Notes (including Permitted Refinancings thereof) under this clause (q) shall at no time exceed $250.0 million and (ii) the aggregate outstanding principal amount of all Indebtedness under this clause (q) (including Permitted Refinancings and all Indebtedness described in clause (i) above) shall at no time exceed $500.0 million, plus, in the case of any such Indebtedness incurred to time incurred Repay the Existing Convertible Notes, any additional amounts necessary to Repay such Existing Convertible Notes, including any Convertible Notes Premium/Hedge Amount (it being understood that any Permitted Additional Notes that otherwise satisfy the requirements of this clause (q) with respect to any Existing Convertible Notes may be deemed by Holdings to be issued pursuant to this clause (q) even if issued prior to or after the Repayment of the related Convertible Notes, but, if issued prior to such Repayment, such Permitted Additional Notes shall not be deemed issued pursuant to this clause (q) unless and until (and only to the extent of) the relevant Repayment has been consummated); (r) Indebtedness in respect of reimbursement obligations under letters of credit issued on behalf of Holdings in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal an amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,00015.0 million; (hs) Indebtedness under purchase money debt (as required to be reported on the financial statements in respect of the Company pursuant to GAAP) not to exceed the purchase price netting services, overdraft protections, automatic clearinghouse arrangements, arrangements in respect of the property acquiredpooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with deposit accounts or cash management services; (it) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingincurred to finance insurance premiums; and (ju) Subsidiary IndebtednessIndebtedness issued in connection with a Permitted Acquisition involving a tender offer followed by a short form merger, in the form of an intercompany note; PROVIDEDprovided that the Indebtedness relating thereto is extinguished or retired not later than three business days after consummation of the related short form merger (or such Indebtedness otherwise becomes a permitted Investment under Section 6.04(f) within such time period). For the avoidance of doubt, HOWEVERany Indebtedness incurred in compliance with Section 6.01(k) or (m) shall continue to be permitted hereunder, the aggregate amount regardless of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible subsequent decrease in Total Assets.

Indebtedness. CreateEach of the Credit Parties will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept, to the extent that none of the following, individually or in the aggregate, would create or result in a breach of the Leverage Ratio: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on existing as of the date hereof which is Execution Date as referenced in the financial statements referenced in Section 3.3 (and set forth on SCHEDULE 6.2out more specifically in Schedule 7.1 hereto) together with any refinancings or replacements thereof that do not increase the principal amount thereof; (c) accounts payable (for Indebtedness incurred after the deferred Execution Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of Property furniture, fixtures and equipment provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such furniture, fixtures and equipment; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed One Million Dollars ($1,000,000) at any time incurred outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the ordinary course date of business (whichsuch renewal, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryrefinancing or extension; (d) obligations for current taxesUnsecured intercompany Indebtedness between any Credit Parties, assessments between Subsidiaries of the Credit Parties or between any Credit Party and other governmental charges a Subsidiary thereof, including the RG Barbados Subordinated Loan, so long as the Subordination Agreement remains in effect, and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith the RGLD Canada Intercompany Loan; provided that any such Indebtedness owing by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as a Credit Party to a Subsidiary shall be required by GAAP shall have been made thereforfully subordinated to the Obligations hereunder on terms and conditions satisfactory to the Required Lenders; (e) Indebtedness evidenced by the Senior Notesand obligations owing under Hedging Agreements entered into in order to manage existing or anticipated business risks and not for speculative purposes; provided, up that at all times no such Hedging Agreement requires a Credit Party or a Subsidiary to the aggregate principal amount of $30,000,000post collateral or margin to secure its obligations under such Hedging Agreement; (f) Indebtedness owing pursuant in respect of Guaranty Obligations to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)extent permitted under Section 7.3; (g) Capital Lease Obligations incurred after the date hereof Unsecured Indebtedness issued and owed by a Credit Party or any Subsidiary in an aggregate amount not to exceed Five Million Dollars ($2,000,0005,000,000) at any time; (h) Indebtedness arising or existing under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredRevolving Credit Agreement; (i) other Indebtedness of any Credit Party that is subordinated to the Company Obligations; provided, however, that (i) the subordination of such Indebtedness is pursuant to a written subordination agreement satisfactory to the Required Lenders in their sole discretion, (ii) the terms, conditions and its Subsidiaries which does amount of any such subordinated Indebtedness shall be satisfactory to the Required Lenders in their sole discretion, (iii) the stated maturity date or mandatory redemption date of such subordinated Indebtedness shall not exceed in be prior to the aggregate $2,800,000 at any one time outstandingMaturity Date, including as such Maturity Date may be extended pursuant to the terms of this Agreement, and (iv) immediately prior to and immediately after giving pro forma effect to the full amount of such subordinated Indebtedness, no Default or Event of Default shall occur hereunder (“Permitted Subordinated Indebtedness”); and (j) prior to the Outside Redemption Date, Indebtedness arising or existing under the Indenture; provided that the principal amount outstanding thereunder shall not be increased from the amount outstanding as of the Execution Date and no Credit Party or any Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary any Credit Party shall become liable or obligated with respect to such Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% those Persons currently obligated thereunder that became a Subsidiary upon the closing of Consolidated Net Tangible Assetsthe Arrangement).

Indebtedness. CreateThe Borrower will not, incurnor will it permit any Subsidiary to, assume create, incur or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) the Lender IndebtednessThe Obligations and Rate Management Obligations and Banking Services Obligations constituting Secured Obligations; (b) Indebtedness outstanding existing on the date hereof which is set forth on SCHEDULE 6.2Closing Date and described in Schedule 7.1(b); (c) accounts payable Indebtedness arising under Rate Management Transactions (other than for speculative purposes); (d) Secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Closing Date to finance the acquisition of assets used in its business, if (1) the total of all such Indebtedness for the deferred Borrower and its Subsidiaries taken together incurred on or after the Closing Date, when aggregated with the Indebtedness permitted under clause (i) immediately below, shall not exceed an aggregate principal amount of $15,000,000 at any one time outstanding, (2) such Indebtedness when incurred shall not exceed the purchase price of Property the asset(s) financed, (3) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (4) any Lien securing such Indebtedness is permitted under Section 7.2 (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”); (e) Indebtedness arising from intercompany loans and advances (i) made by any Subsidiary to any Loan Party; provided that the Borrower agrees that all such Indebtedness owed to any member of the Propel Group by any Loan Party shall be expressly subordinated to the Secured Obligations pursuant to subordination provisions reasonably acceptable to the Administrative Agent, (ii) made by the Borrower to any Loan Party; (iii) made by the Borrower or services) from time any Subsidiary to time incurred any other Subsidiary solely for the purpose of facilitating, in the ordinary course of business consistent with past practice, the payment of fees and expenses in connection with collection actions or proceedings or (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties iv) made by the Company in Borrower or any other Loan Party to any member of the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up Propel Group to the aggregate principal amount extent such loan would be permitted as an investment in compliance with the final proviso of $30,000,000Section 7.4(e); (f) Guaranty obligations of the Borrower of any Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose any Subsidiary permitted under clause (b) of hedging against fluctuations in interest rates (on money borrowed by the Company)this Section 7.1; (g) Capital Lease Obligations incurred after Guaranty obligations of any Subsidiary of the date hereof not Borrower that is a Guarantor with respect to exceed $2,000,000any Indebtedness of the Borrower or any other Subsidiary permitted under this Section 7.1, other than the Permitted Foreign Subsidiary Non-Recourse Indebtedness; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) Prudential Financing in an aggregate principal amount not to exceed the purchase price of the property acquired$75,000,000; (i) other Additional unsecured Indebtedness of the Company Borrower or any Subsidiary, to the extent not otherwise permitted under this Section 7.1; provided, however, that the aggregate principal amount of such additional Indebtedness, when aggregated with the Indebtedness permitted under clause (d) immediately above shall not exceed $20,000,000 at any time outstanding; (j) Bonds or other Indebtedness required by collections licensing laws in the ordinary course of the Loan Parties’ business; (k) Indebtedness, liabilities and contingent obligations incurred or assumed in connection with a Permitted Acquisition; provided, however, that any such Indebtedness incurred or assumed by a Person that is a Foreign Subsidiary after giving effect to the consummation of such Permitted Acquisition shall be permitted only to the extent such Indebtedness constitutes Permitted Foreign Subsidiary Non-Recourse Indebtedness; (l) Permitted Foreign Subsidiary Non-Recourse Indebtedness; (m) Permitted Foreign Subsidiary Investments/Loans; (n) Additional unsecured or subordinated Indebtedness of the Borrower or any of its Subsidiaries which Subsidiaries, to the extent not otherwise permitted under this Section 7.1; provided, however, that (i) the aggregate principal amount of such additional Indebtedness shall not exceed $150,000,000, (ii) such Indebtedness shall not mature, and shall not be subject to any scheduled mandatory prepayment, redemption or defeasance, in each case prior to five (5) years from the date of issuance of such Indebtedness and (iii) if such Indebtedness is subordinated, the terms of such subordination shall be reasonably acceptable to the Administrative Agent; (o) The Propel Indebtedness; provided that the aggregate principal amount thereof does not exceed in $200,000,000 (exclusive of intercompany loans), and the aggregate $2,800,000 at any one time outstandingunsecured guaranty obligations of the Borrower of such Propel Indebtedness; and (jp) Subsidiary Indebtedness; PROVIDEDso long as no Default or Event of Default then exists or would result therefrom, HOWEVER, the Indebtedness of any Loan Party not otherwise permitted pursuant to this Section 7.1 in an aggregate principal amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not to exceed $10,000,000 at any one time outstanding outstanding; provided, that such Indebtedness shall not exceed 5% be limited to a letter of Consolidated Net Tangible Assetscredit facility provided to or for the benefit of the Borrower and/or its Subsidiaries.

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other than:except (without duplication): (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding on the date hereof which and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is set forth on SCHEDULE 6.2not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) accounts payable (for Guarantees of the deferred purchase price Borrower or any Guarantor in respect of Property or services) from time to time incurred in Indebtedness otherwise permitted hereunder of the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any SubsidiaryBorrower; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments Indebtedness (contingent or other governmental charges which are otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract permitted under Section 7.11; provided that such Swap Contract does not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforcontain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness evidenced by the Senior Notesunder leases, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements whether capital leases or operating leases, entered into in the ordinary course of business with in arm’s-length transactions at competitive market rates under competitive terms and conditions considering all aspects thereof, provided that the Agent or as approved obligations payable over the remaining lives of any such leases (excluding obligations under oil and gas leases, real estate leases for office space used by Borrower, leases for vehicles, office equipment and data processing equipment and gas compressor and gas processing plant site leases) do not in the Required Lenders for the purpose of hedging against fluctuations in interest rates aggregate exceed $85,000,000; (on money borrowed by the Company)f) unsecured Indebtedness between Borrower and any Guarantor; (g) Capital Lease Obligations incurred after Indebtedness under the date hereof not to exceed $2,000,000Debt Securities; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredSubordinated Debt; (i) other unsecured Indebtedness of the Company Borrower not described in subsections (a) through (h) above which meets the following requirements: (A) the documentation evidencing such Indebtedness shall contain no terms, conditions or defaults (other than pricing) which are more favorable to the third party creditor than those contained in this Agreement are to Lenders, as determined by Required Lenders in their discretion (provided that Required Lenders shall make any such determination considering any amendments or modifications to this Agreement existing at the time of the incurrence of such Indebtedness) and its Subsidiaries shall not contain any provision which does attempts to modify, amend or restrict any of the rights or remedies of Agent or Lenders hereunder or under any of the other Loan Documents, (B) such Indebtedness shall have no scheduled principal payments due prior to the final maturity of the Obligations, (C) at the time the Borrower incurs such Indebtedness, no Default or Event of Default shall have occurred and be continuing hereunder and (D) if such Indebtedness is to be guaranteed by any Affiliate of the Borrower, then such third party lender(s) must enter into an inter-creditor agreement with Lenders, in form, scope and substance which is acceptable to Required Lenders, as evidenced by their written consent; (j) CP Debt; and (k) miscellaneous items of unsecured Indebtedness not exceed described in subsections (a) through (k) of this Section 7.03 which do not in the aggregate (taking into account all Indebtedness of Borrower and its Subsidiaries) exceed $2,800,000 25,000,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateEach of the Credit Parties will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness incurred after the deferred Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of Property furniture, fixtures and equipment provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such furniture, fixtures and equipment; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time incurred outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the ordinary course date of business (whichsuch renewal, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryrefinancing or extension; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be required by GAAP shall have been made thereforfully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Hedging Agreements relating to the aggregate principal amount of $30,000,000Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated business risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise (on money borrowed by but not under standby, direct pay or other letters of credit except for the Company)Letters of Credit hereunder) generally; (g) Capital Lease Indebtedness in respect of Guaranty Obligations incurred after to the date hereof not to exceed $2,000,000extent permitted under Section 6.3; (h) Indebtedness in respect of Sale Leaseback Transactions to the extent permitted under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredSection 6.12; (i) performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (j) any Indebtedness owing by any Person prior to such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that such Indebtedness is not created in contemplation of such acquisition; and (k) other Indebtedness of the Company Credit Parties and its their Subsidiaries which does not exceed $500,000 in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateHoldings will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, contract, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness incurred pursuant to this Agreement and the Lender Indebtednessother Credit Documents; (b) Existing Indebtedness outstanding on the date hereof which is set forth Effective Date and listed on SCHEDULE 6.2Annex VII, without giving effect to any subsequent extension, renewal or refinancing thereof, except to the extent permitted pursuant to Section 8.05(s); (c) accounts payable (for Indebtedness under Interest Rate Protection Agreements entered into to protect the deferred purchase price Borrower against fluctuations in interest rates in respect of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any SubsidiaryObligations; (d) obligations for current taxesCapitalized Lease Obligations and Indebtedness of the Borrower and its Subsidiaries incurred pursuant to purchase money Liens, assessments provided, that (x) all such Capitalized Lease Obligations are permitted under Section 8.08 and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted(y) the sum of (i) the aggregate Capitalized Lease Obligations (excluding Capitalized Lease Obligations, if reserves as any, owing in respect of the DDO Lease) plus (ii) the aggregate principal amount of such purchase money Indebtedness outstanding at any time shall be required by GAAP shall have been made therefornot exceed $5,000,000; (e) Indebtedness evidenced by the Senior Notes, up constituting Intercompany Loans to the aggregate principal amount of $30,000,000extent permitted by Section 8.05(g); (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in of Holdings under the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)Shareholder Subordinated Notes; (g) Capital Lease Obligations incurred after Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values in connection with the date hereof not to exceed $2,000,000Borrower's or any of its Subsidiaries' operations so long as management of the Borrower or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities; (h) Indebtedness (x) of Foreign Subsidiaries under purchase money debt (as required lines of credit extended by third Persons to be reported on any such Foreign Subsidiary the financial statements proceeds of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other which Indebtedness of the Company and its Subsidiaries which does not exceed in are used for such Foreign Subsidiary's working capital purposes, provided that the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate principal amount of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) outstanding at any one time outstanding for all Foreign Subsidiaries shall not exceed 5% $5,000,000 (the "Foreign Subsidiary Working Capital Indebtedness"), and (y) consisting of Consolidated Net Tangible Assets.guaranties or similar credit support by the Borrower or any Foreign Subsidiary of any such Foreign Subsidiary Working Capital Indebtedness (including, without limitation, Letters of Credit issued for the account of the Borrower or any such Foreign Subsidiary in favor of lenders in respect of any such Foreign Subsidiary Working Capital Indebtedness);

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other than:except (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (b) (i) Indebtedness outstanding on the date hereof which Closing Date and listed on Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is set forth on SCHEDULE 6.2in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced and (iii) the Senior Notes and Senior Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Note Guarantees); (c) accounts payable Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $9.0 million at any one time outstanding; (f) Indebtedness incurred by any Loan Party in an aggregate principal amount not to exceed 200% of the aggregate Net Cash Proceeds received by Borrower from any issuance of Borrower’s Qualified Capital Stock (other than issuances to a Subsidiary of Borrower) or capital contribution to Borrower after the Closing Date to the extent such Net Cash Proceeds have not been applied to make Expansion Capital Expenditures or Investments permitted by Section 6.04 (e), (i), (k), (l) or (m) or to pay Dividends pursuant to Section 6.08(b); (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the deferred purchase price account of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the any Company in the ordinary course of business business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations incurred by and bankers acceptances (in each case other than for an obligation for money borrowed), in an aggregate amount not to exceed $1,500,000 at any Subsidiarytime outstanding; (dh) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested Contingent Obligations of any Loan Party in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforrespect of Indebtedness otherwise permitted under this Section 6.01; (ei) Indebtedness evidenced arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the Senior Notes, up to the aggregate principal amount case of $30,000,000; (fdaylight overdrafts) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into drawn against insufficient funds in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose business; provided, however, that such Indebtedness is extinguished within five Business Days of hedging against fluctuations in interest rates (on money borrowed by the Company)incurrence; (gj) Capital Lease Obligations incurred after Indebtedness arising in connection with endorsement of instruments for deposit in the date hereof ordinary course of business; (k) other Subordinated Indebtedness of any Loan Party in an aggregate amount not to exceed $2,000,00025,000,000 at any time outstanding; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (il) other Indebtedness of any Loan Party in an aggregate amount not to exceed $5,000,000 at any time outstanding; (m) Indebtedness of subsidiaries of Gameco that are acquired by a Loan Party or merged into a Loan Party in connection with the Company Permitted Truck Plaza Acquisitions in an aggregate principal amount not to exceed $7.5 million at any time outstanding; provided that such Indebtedness (x) is not secured by a Lien and its Subsidiaries which (y) does not exceed require any payment of principal prior to the Final Maturity Date; (n) Indebtedness in the aggregate $2,800,000 at any one time outstandingfavor of a Loan Party permitted by Section 6.04; and (jo) Subsidiary Indebtedness; PROVIDED, HOWEVER, Existing Notes not tendered pursuant to the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsTender Offer that have been irrevocably called pursuant to the Existing Notes Redemption.

Indebtedness. CreateThe Borrower will not, incurand will not permit or cause any of its Subsidiaries, assume the Specified Residential Portfolio Company or suffer to exist, or permit any of its Subsidiaries to or any Tax Credit Party to, create, incur, assume or suffer to exist, exist any Indebtedness, Indebtedness other than:than (without duplication): (ai) Indebtedness of the Lender IndebtednessRestricted Parties in favor of the Administrative Agent and the Lenders incurred under this Agreement and the other Credit Documents; (bii) purchase money Indebtedness outstanding on of the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for Borrower and its Subsidiaries incurred solely to finance the deferred purchase price acquisition, construction or improvement of Property any equipment, real property or services) from time to time incurred other fixed assets in the ordinary course of business (which, if greater than 90 days past due date are being contested or assumed or acquired by the Borrower and its Subsidiaries in good faith if reserves adequate connection with an Acquisition or other transaction permitted under GAAP shall have been established thereforthis Agreement), including Capital Lease Obligations, and guaranties by the Company any renewals, replacements, refinancings or extensions thereof; provided that all such Indebtedness shall not exceed $1,000,000 in the ordinary course of business of aggregate principal amount outstanding at any such obligations incurred by any Subsidiaryone time; (diii) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforintercompany Indebtedness permitted under Section 7.5(iii); (eiv) Indebtedness evidenced by of the Senior NotesBorrower under Rate Management Agreements required pursuant to, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest and entered into in accordance with, Section 5.8 or under other Rate Swap Management Agreements entered into in the ordinary course of business with the Agent to manage existing or as approved by the Required Lenders anticipated interest rate, foreign currency or commodity risks and not for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)speculative purposes; (gv) Capital Lease Indebtedness consisting of Guaranty Obligations of the Borrower or any of its Subsidiaries incurred after in the date hereof not to exceed $2,000,000ordinary course of business for the benefit of another Restricted Party; provided that the primary obligation being guaranteed is expressly permitted by this Agreement; (hvi) Indebtedness under purchase money debt (as required that may be deemed to be reported on the financial statements of the Company exist pursuant to GAAP) not to exceed any performance bond, surety, statutory appeal or similar obligation entered into or incurred by the purchase price Borrower or any of its Subsidiaries in the property acquiredordinary course of business; (ivii) other Indebtedness of the Company Borrower and its Subsidiaries which does not exceed arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the aggregate $2,800,000 at any one time outstandingcase of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; and (jviii) Subsidiary Indebtedness; PROVIDED, HOWEVER, other unsecured Indebtedness of the Restricted Parties not exceeding $50,000 in aggregate principal amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) outstanding at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetstime.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist, directly or permit any of its Subsidiaries to create, incur, assume or suffer to existindirectly, any Indebtedness, other thanexcept: (a) Indebtedness incurred under this Agreement and the Lender Indebtednessother Loan Documents; (b) Indebtedness of any Loan Party to the Borrower or any Guarantor; provided, that in each case such Indebtedness is evidenced by, and subject to the terms and conditions of, the Intercompany Note; (c) Indebtedness outstanding on the date hereof which is set forth and listed on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforSchedule 6.01(c), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments Indebtedness of the Borrower incurred pursuant to the Prepetition 2012 Credit Agreement or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforthe Prepetition Term Loan Credit Agreement; (e) Indebtedness evidenced by the Senior Notes, up to the in respect of Purchase Money Obligations and Capital Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions and Permitted Refinancings thereof in an aggregate principal amount of not to exceed $30,000,0001,000,000 at any time outstanding; (f) Indebtedness owing of the Borrower incurred pursuant to Interest Rate Swap Agreements the Prepetition Second Lien Notes; (g) [Reserved]; (h) [Reserved]; (i) To the extent constituting Indebtedness of the Loan Parties, agreements to pay service fees to professionals (including architects, engineers and designers) in furtherance of and in connection with the development of the Project, in each case to the extent such agreements and related payment provisions are reasonably consistent with commonly accepted industry practices (provided that no such agreements shall give rise to Indebtedness for borrowed money); (j) Contingent Obligations of the Loan Parties with respect to Indebtedness of the Loan Parties permitted under this Section 6.01; (k) Indebtedness consisting of endorsements of instruments for deposit in the ordinary course of business; (l) to the extent constituting Indebtedness, agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Loan Party under any insurance policies entered into in the ordinary course of business in connection with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)a Permitted Business; (gm) Capital Lease Obligations Indebtedness under Hedging Agreements with respect to interest rates not entered into for speculative purposes; provided that such Hedging Agreements (i) relate to payment obligations on Indebtedness otherwise permitted to be incurred after by the date hereof Loan Documents and (ii) the notional principal amount of such Hedging Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Agreements relate; (n) [Reserved]; (o) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of its incurrence; (p) [Reserved]; (q) the guarantee by the Borrower or any of its Restricted Subsidiaries of Indebtedness of the Borrower or a Restricted Subsidiary of the Borrower that was permitted to be incurred by another provision of this Section 6.01; (r) to the extent constituting Indebtedness, the obligations under or payments or advances made under the Transportation Improvement Project Documents; and (s) additional Indebtedness of the Loan Parties in an aggregate principal amount (with respect to all Loan Parties) not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 1,000,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. Create, Borrower shall not incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtednessobligations or indebtedness, other thanexcept: (a) the Lender IndebtednessObligations; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred trade obligations and normal accruals in the ordinary course of business (whichnot yet due and payable, if greater than 90 days past due date are being contested or with respect to which Borrower is contesting in good faith if the amount or validity thereof by appropriate proceedings diligently pursued and available to Borrower and with respect to which adequate reserves adequate under GAAP shall have been established therefor), and guaranties by set aside on its books; (c) pursuant to any currency swap agreement designed to alter the Company risks which may arise from fluxuations in the ordinary course of business of any such obligations incurred by any Subsidiarycurrency values; (d) obligations for current taxes, assessments and purchase money indebtedness (including capital leases) to the extent not incurred or secured by liens (including capital leases) in violation of any other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforprovision of this Agreement; (e) Indebtedness indebtedness of Borrower to IBM Credit evidenced by that certain Agreement for Inventory Financing, as the Senior Notessame may be amended in accordance with the Intercreditor Agreement, up issued by Borrower payable to IBM Credit, which indebtedness is subject to the aggregate principal amount of $30,000,000Intercreditor Agreement; (f) Indebtedness owing pursuant unsecured indebtedness of Borrower to Interest Rate Swap Agreements entered into Holdings in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)an aggregate amount not to exceed $1,000,000 plus accrued interest; (g) Capital Lease Obligations indebtedness of Borrower to PFS evidenced by that certain Subordinated Demand Note, dated September, 2001, issued by Borrower payable to PFS (the "PFS Subordinated Demand Note") which indebtedness is subject and subordinate in right of payment to the right of Lender to receive the prior final payment and satisfaction in full of all of the Obligations, and refinancings or replacements thereof subordinated at least to the same extent and otherwise on terms and conditions acceptable to Lender in its discretion; provided, that: (i) the principal amount of such indebtedness shall be satisfactory to Lender in its sole discretion, (ii) Borrower may make any payments in respect of such indebtedness in accordance with the terms of such agreement or instrument as in effect on the date hereof, provided, that, (A) no Event of Default, or event which with notice or passage of time or both would constitute an EXHIBIT 10.2 Event of Default, shall exist or have occurred and be continuing, or would occur as a result of any such payment; (B) any such payment shall not cause the total principal amount of such indebtedness to be less than $6,500,000; and (C) the aggregate amount of Revolving Loans at the time of any such payment shall not exceed the amounts available to Borrower in accordance with Section 2.1 hereof, (iii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any terms of such indebtedness or any agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iv) Borrower shall furnish to Lender all notices, demands or other materials concerning such indebtedness either received by Borrower or on its behalf, promptly after receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (h) unsecured indebtedness of Borrower for borrowed money incurred after the date hereof not owing to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported any person other than any shareholder, officer, director, agent, employee or affiliate of Borrower on the financial statements of the Company commercially reasonable rates and terms pursuant to GAAP) not to exceed the purchase price of the property acquired; an arm's length transaction; provided, that, (i) other Indebtedness Lender shall have received not less than five (5) business days prior written notice of the Company intention to incur such indebtedness, which notice shall set forth in reasonable detail satisfactory to Lender, the amount of such indebtedness, the person to whom such indebtedness will be owed, the interest rate, the schedule of repayments and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and maturity date with respect thereto and such other information as Lender may reasonably request with respect thereto, (jii) Subsidiary Indebtedness; PROVIDEDLender shall have received true, HOWEVERcorrect and complete copies of all agreements, documents and instruments evidencing or otherwise related to such indebtedness, (iii) the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) such indebtedness at any one time outstanding shall not exceed 5% $15,000,000, (iv) on and before the date of Consolidated Net Tangible Assetsincurring such indebtedness and after giving effect thereto, no Event of Default, or event which with the passage of time or both would constitute an Event of Default, shall exist or have occurred and be continuing, (v) Borrower may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date of the execution thereof, and (vi) Borrower shall not, directly or indirectly, (A) make any prepayments or other non-mandatory payments in respect of such indebtedness, or (B) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto, or (C) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (vii) Borrower shall furnish to Lender all notices, demands or other materials in connection with such indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to to, contract, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (ai) (x) Indebtedness incurred pursuant to this Agreement and the Lender Indebtednessother Credit Documents and (y) Indebtedness incurred pursuant to the ABL Credit Agreement in an aggregate principal amount not to exceed $275,000,000 at any one time outstanding; (bii) Indebtedness under Swap Contracts entered into with respect to other Indebtedness permitted under this Section 9.04 so long as the entering into of such Swap Contracts are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower and its Restricted Subsidiaries consisting of Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 9.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed the greater of $20,000,000 and 2.50% of Consolidated Total Assets at any one time outstanding; (iv) Indebtedness of a Restricted Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition and (y) in no event shall the aggregate principal amount of Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iv) exceed the greater of $25,000,000 and 3.25% of Consolidated Total Assets; (v) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries to the extent permitted by Section 9.05(vi); (vi) Indebtedness outstanding on the date hereof which is set forth Closing Date and listed on SCHEDULE 6.2Schedule 9.04(vi) (“Existing Indebtedness”) and any Permitted Refinancing thereof; (cvii) accounts payable Indebtedness of Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (vii) shall not at any time exceed the greater of $35,000,000 and 4.50% of Consolidated Total Assets (with, for the deferred purchase price purposes of Property or servicesthis clause (vii), Consolidated Total Assets being calculated excluding all assets other than those owned by Foreign Subsidiaries); (viii) from time to time Indebtedness incurred in the ordinary course of business to finance insurance premiums or take-or-pay obligations contained in supply arrangements; (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company ix) Indebtedness incurred in the ordinary course of business in respect of any such obligations incurred by any Subsidiarynetting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including, in each case, Bank Product Debt; (dx) obligations for current taxesunsecured Indebtedness of the Borrower and any or all Subsidiary Guarantors, assessments in an aggregate outstanding principal amount not to exceed the greater of $35,000,000 and other governmental charges 4.50% of Consolidated Total Assets at any time, assumed or incurred in connection with any Permitted Acquisition permitted under Section 8.13, so long as such Indebtedness (and taxes, assessments any guarantees thereof) are subordinated to the Obligations upon terms and conditions acceptable to the Administrative Agent or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforthe Required Lenders; (exi) Permitted Refinancings of any Indebtedness evidenced by incurred pursuant to clause (iv) above; (xii) additional Indebtedness of the Senior Notes, up Borrower and its Restricted Subsidiaries not to exceed the greater of $35,000,000 and 4.50% of Consolidated Total Assets in aggregate principal amount of $30,000,000outstanding at any time; (fxiii) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (xiv) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xv) guarantees made by the Borrower or any of its Restricted Subsidiaries of Indebtedness of the Borrower or any of its Restricted Subsidiaries permitted to be outstanding under this Section 9.04; provided that such guarantees are permitted by Section 9.05; (xvi) guarantees made by any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary permitted to be outstanding under this Section 9.04; (xvii) guarantees made by Restricted Subsidiaries acquired pursuant to a Permitted Acquisition of Indebtedness acquired or assumed pursuant thereto in accordance with Section 9.04, or any refinancing thereof pursuant to Section 9.04; provided that such guarantees may only be made by Restricted Subsidiaries who were guarantors of the Indebtedness originally acquired or assumed pursuant to Section 9.04 at the time of the consummation of the Permitted Acquisition to which such Indebtedness relates; (xviii) customary Contingent Obligations in connection with sales, other dispositions and leases permitted under Section 9.02 (but not in respect of Indebtedness for borrowed money or Capitalized Lease Obligations) including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (xix) guarantees of Indebtedness of directors, officers and employees of the Borrower or any of its Restricted Subsidiaries in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes; (xx) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xxi) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower or its Restricted Subsidiaries incurred in the ordinary course of business, (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower and the Restricted Subsidiaries, and (z) Indebtedness consisting of promissory notes issued by any Credit Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 9.03; (xxii) (x) guarantees made by the Borrower or any of its Restricted Subsidiaries of obligations (not constituting debt for borrowed money) of the Borrower or any of its Restricted Subsidiaries owing pursuant to Interest Rate Swap Agreements entered into vendors, suppliers and other third parties incurred in the ordinary course of business and (y) Indebtedness of any Credit Party as an account party in respect of trade letters of credit issued in the ordinary course of business; (xxiii) Following the occurrence of the Leverage Step-Down Trigger (which shall only be required to occur once), unsecured Permitted Junior Debt of the Borrower and its Restricted Subsidiaries incurred under Permitted Junior Debt Documents so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) 100% of the Net Debt Proceeds therefrom shall be used for working capital or other general corporate purposes (including without limitation, to finance one or more Permitted Acquisitions and to pay fees in connection therewith), (iii) the aggregate principal amount of unsecured Permitted Junior Debt issued or incurred after the Closing Date shall not cause the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Test Period then most recently ended (or, if no Test Period has ended as of such time, for the period of four consecutive fiscal quarters of the Borrower then most recently ended for which financial statements have been delivered), to exceed 5.50 to 1.00 (or, in the case of unsecured Indebtedness incurred in connection with a Permitted Acquisition, the Consolidated Total Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Test Period then most recently ended (or, if no Test Period has ended as of such time, for the period of four consecutive fiscal quarters of the Borrower then most recently ended for which financial statements have been delivered) would be lower after giving effect to such Permitted Acquisition and the incurrence of such unsecured Indebtedness than prior thereto) and (iv) the Borrower shall have furnished to the Administrative Agent a certificate from a Responsible Officer certifying as to compliance with the Agent or as approved requirements of preceding clauses (i), (ii) and (iii), containing the calculations required by preceding clause (iv), and Permitted Refinancing thereof; provided that the Required Lenders for amount of Permitted Junior Debt which may be incurred, in the purpose aggregate pursuant to this paragraph (xxiii), by non-Credit Parties, shall not exceed the greater of hedging against fluctuations in interest rates (on money borrowed by the Company$25,000,000 and 3.25% of Consolidated Total Assets); (gxxiv) Capital Lease Obligations Indebtedness consisting of lease obligations arising out of the Sale-Leaseback Transactions permitted by Section 9.02(xi); (xxv) Following the occurrence of the Leverage Step-Down Trigger (which shall only be required to occur once), Secured Permitted Junior Debt of the Credit Parties incurred under Permitted Junior Debt Documents so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) 100% of the Net Debt Proceeds therefrom shall be used for working capital or other general corporate purposes (including without limitation, to finance one or more Permitted Acquisitions and to pay fees in connection therewith), (iii) the aggregate principal amount of such secured Permitted Junior Debt issued or incurred after the date hereof Closing Date shall not cause the Consolidated Senior Secured Net Leverage Ratio, determined on a Pro Forma Basis as of the last day of the Test Period then most recently ended (or, if no Test Period has ended as of such time, for the period of four consecutive quarters of the Borrower then most recently ended for which financial statements have been delivered), to exceed $2,000,0005.25 to 1.00 and (iv) the Borrower shall have furnished to the Administrative Agent a certificate from a Responsible Officer certifying as to compliance with the requirements of preceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clauses (iii), and Permitted Refinancing thereof; (hxxvi) Indebtedness under purchase money debt (as required to be reported on the financial statements Refinancing Notes and Refinancing Term Loans, 100% of the Company pursuant Net Debt Proceeds of which are applied to GAAP) not to exceed the purchase price of the property acquiredrepay outstanding Term Loans in accordance with Section 4.02(c); (ixxvii) other Guarantees of Indebtedness of a Person in connection with a Joint Venture, provided that the Company aggregate principal amount of any Indebtedness so guaranteed, when added to the aggregate amount of unreimbursed payments thereto for made in respect of such guarantees and its Subsidiaries which does the amount of Investments then outstanding (and deemed outstanding) under clause (xx) of Section 9.05, shall not exceed in the aggregate greater of $2,800,000 at any one time outstanding20,000,000 and 2.50% of Consolidated Total Assets; and (jxxviii) Subsidiary Indebtedness; PROVIDEDall premiums (if any), HOWEVERinterest (including post-petition interest), the aggregate amount of all Subsidiary Indebtedness fees, expenses, charges and additional or contingent interest on obligations described in clauses (other than Intercompany Indebtednessi) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsthrough (xxvii) above.

Indebtedness. CreateSuch Obligor will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanwhether directly or indirectly, except: (a) the Lender IndebtednessObligations; (b) Indebtedness outstanding existing on the date hereof which is and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on SCHEDULE 6.2;terms satisfactory to the Majority Lenders; [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Indebtedness fully subordinated to the Obligations pursuant to terms acceptable to the Majority Lenders in their reasonable discretion, provided that, in addition, such Indebtedness (i) is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (ii) has a maturity date later than the Maturity Date, (iii) requires no cash payments of principal or interest prior to the Maturity Date, (iv) is governed by terms of subordination in substantially the form attached hereto as Exhibit H or otherwise satisfactory to the Majority Lenders in their reasonable discretion, (v) is unsecured, and (vi) does not restrict the Lenders from amending any of the terms of the Loans hereunder, including extending the Maturity Date or increasing the amount of the Lenders’ Commitments; (d) Permitted Priority Debt; (e) accounts payable to trade creditors for goods and services and current operating liabilities (for not the deferred purchase price result of Property or servicesthe borrowing of money) from time to time incurred in the ordinary course of Borrower’s or such Subsidiary’s business (whichin accordance with customary terms and paid within the specified time, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being unless contested in good faith by appropriate action or proceeding promptly initiated proceedings and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforreserved for in accordance with GAAP; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateBorrowers shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or be liable in any manner with respect to, suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other thanobligations of any Person, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $10,000,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrowers other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable guarantees by any Subsidiaries of Borrowers of the Obligations in favor of Agent and Lenders; (for d) unsecured Indebtedness among the deferred purchase price of Property or services) from time to time Borrowers incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested which Indebtedness is hereby subordinated to the prior indefeasible payment in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by full in cash of the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforObligations; (e) Indebtedness evidenced by of Borrowers under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for the Senior Notespurpose of protecting a Person against fluctuations in interest rates; provided, up to the aggregate principal amount that, such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $30,000,000250,000,000 and are not for speculative purposes and such Indebtedness shall be unsecured; (f) Indebtedness owing pursuant lease obligations or purchase money indebtedness (including capital leases) to Interest Rate Swap Agreements entered into the extent not incurred or secured by liens (including capital leases) in the ordinary course violation of business any other provision of this Agreement; provided, that, (i) Borrowers may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the Agent terms of the agreement or instrument evidencing or giving rise to such indebtedness as approved in effect on the date hereof, (ii) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose (except as otherwise permitted in this Agreement), and (iii) Borrowers shall furnish to Lender all notices or demands in connection with such indebtedness either received by any Borrower or on its behalf, promptly after the Required Lenders for receipt thereof, or sent by any Borrower or on its behalf, concurrently with the purpose of hedging against fluctuations in interest rates (on money borrowed by sending thereof, as the Company)case may be; (g) Capital Lease Obligations incurred the Term Debt and guaranties thereof; provided that (i) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof, or (B) redeem, retire, defease, purchase or otherwise acquire Term Debt, or set aside or otherwise deposit or invest any sums for such purpose, and (ii) Borrowers shall furnish to Agent all notices or demands in connection with Term Debt either received by any Borrower or on its behalf, promptly after the date hereof not to exceed $2,000,000receipt thereof, or sent by any Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (h) unsecured Indebtedness of Borrowers arising after the date hereof to any third person (other than Indebtedness otherwise permitted under purchase money debt (as required to be reported on the financial statements this Section 9.9), provided, that, each of the Company following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to GAAPthe terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not to exceed the purchase price less than ten (10) days prior written notice of the property acquiredintention of any Borrower to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect hereto and such other information as Agent may reasonably request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) on and before the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, Borrowers may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) Borrowers shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or on its behalf promptly after the receipt thereof, or sent by any Borrower or on its behalf concurrently with the sending thereof, as the case may be; (i) other Indebtedness the reimbursement obligations of the Company Borrowers to the L/C Issuer under the Letter of Credit Facility, Reimbursement and its Subsidiaries which does not exceed Security Agreement as in effect on the aggregate $2,800,000 at date of this Agreement between the Parent and the L/C Issuer (as that term is defined under the Term Loan Agreement as in effect on the date hereof), (i) provided, that, Borrowers shall provide to Agent true, correct, and complete copies of such agreement and all other agreements, documents, and instruments entered into in connection therewith and (ii) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any one time outstandingagreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (j) Subsidiary Indebtednessthe Indebtedness set forth on Schedule 9.9 to the Information Certificates; PROVIDEDprovided, HOWEVERthat, (i) Borrowers may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the aggregate amount terms of all Subsidiary the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than Intercompany pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) at Borrowers shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsBorrower or on its behalf, promptly after the receipt thereof, or sent by any Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

Indebtedness. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding of the Borrower and its Subsidiaries existing on the date hereof which is Funding Date and set forth on SCHEDULE 6.2in Schedule 8.03; (c) accounts payable intercompany Indebtedness permitted under Section 8.02; (for d) obligations (contingent or otherwise) of the deferred purchase price of Property Borrower or servicesany Subsidiary existing or arising under any Swap Contract, provided that (i) from time to time incurred such obligations are (or were) entered into by such Person in the ordinary course of business (whichfor the purpose of directly mitigating risks associated with liabilities, if greater than 90 days past due date are being contested commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in good faith if reserves adequate under GAAP shall have been established therefor)the value of securities issued by such Person, and guaranties by not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Company in non-defaulting party from its obligation to make payments on outstanding transactions to the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor;defaulting party; and (e) purchase money Indebtedness evidenced (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Senior NotesBorrower or any of its Subsidiaries to finance the purchase of fixed assets, up to and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $30,000,000; 2,000,000 at any one time outstanding; (fii) such Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations when incurred after the date hereof shall not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredasset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) unsecured Subordinated Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (g) Indebtedness consisting of customary indemnification, adjustment of purchase price or similar deferred purchase price obligations of the Loan Parties, in each case, arising under any of the Analytics Acquisition Documents or any documents pertaining to a Permitted Acquisition or any Disposition permitted hereunder; (h) Guarantees of any Loan Party in respect of any Indebtedness otherwise permitted hereunder of any other Loan Party (which Guarantees of any Indebtedness permitted by Section 8.03(f) shall be subordinated in a manner substantially similar to the underlying Indebtedness); (i) Indebtedness arising in connection with endorsements for deposits in the ordinary course of business; (j) other Indebtedness of the Company and its Subsidiaries which does not to exceed $1,000,000 in the aggregate $2,800,000 at any one time outstanding; and (jk) Subsidiary Indebtedness; PROVIDEDprior to the funding of the Loans on the Funding Date only, HOWEVER, Indebtedness under the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsExisting Credit Agreements.

Indebtedness. Create, The Company will not incur, assume create, assume, become or suffer be liable in any manner with respect to existany Indebtedness, or permit any of its Subsidiaries Subsidiary to createdo so, incur, assume or suffer to exist, any Indebtedness, other than: except (a) the Lender Indebtedness; Indebtedness evidenced by the Notes and other obligations of the Corporations under this Agreement and the other Purchaser Documents, (b) Indebtedness outstanding on Senior Debt provided by the date hereof which is set forth on SCHEDULE 6.2; original Senior Lender, or any refinancing thereof permitted pursuant to Section 7.15 (in the event of any such permitted refinancing, all references herein to "Senior Debt", "Senior Debt Documents", "Senior Lender" and "Senior Loan Agreement" shall be appropriately adjusted to apply to the refinancing, (c) Indebtedness of the Corporations which is subordinated to the Notes on terms reasonably acceptable to the Purchasers, (d) the Merger Consideration, which is to be paid off with the proceeds of the issuance and sale of the Notes and Warrants, (e) other Indebtedness of the Corporations which is to continue after the Closing Date and is identified on Schedule 7.2, (f) Indebtedness of the Corporations secured by Purchase Money Liens and Indebtedness of the Corporations under Capital Leases not to exceed $600,000 in the aggregate, provided, however, that the Company may incur up to $1,000,000 of Indebtedness under long-term Capital Leases in order to replace its Renaissance MIS System (which such Capital Leases shall be secured solely by the assets leased or financed thereunder), (g) Indebtedness incurred to finance the payment of the aggregate consideration payable pursuant to one or more exercises of the Put Option (as defined in the Warrant Agreement), (h) Indebtedness with respect to the exercise of appraisal rights of SCC shareholders in connection with the Merger, (i) the SC Licensing Note; (j) Indebtedness consisting of interest rate protection agreements entered into with the Senior Lender; (k) Indebtedness consisting of trade accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business and not yet payable in accordance with their terms; and (whichl) Indebtedness consisting of (i) taxes, if greater assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that the Company and its Subsidiaries are otherwise in compliance with Sections 6.4 and 7.1 hereof, (ii) judgments or awards (not to exceed, in the aggregate, $275,000) which have been in force for less than 90 days past due date are being contested the applicable appeal period so long as execution is not levied thereunder or in respect of which the Company or any Subsidiary shall at the time in good faith if reserves adequate under GAAP be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Purchasers and in respect of which a stay of execution shall have been obtained pending such appeal or review and for which adequate reserves have been established therefor)in accordance with GAAP, and guaranties by (iii) endorsements made in connection with the Company deposit of items for credit or collection in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsbusiness.

Indebtedness. CreateThe Borrower shall not, incurand shall not permit any of the Guarantors to, assume create, assume, incur or suffer to existotherwise become or remain obligated in respect of, or permit to be outstanding any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other thanIndebtedness except: (a) Indebtedness under this Agreement and the Lender other Loan Documents (including, without limitation, any Incremental Facility Indebtedness); (b) accounts payable, accrued expenses, customer advance payments and other current liabilities (other than Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (cFor Money Borrowed) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business business; (which, if greater than 90 days past due date are being contested c) Capitalized Lease Obligations of the Borrower Parties in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by an aggregate amount over the Company in remainder of the ordinary course term of business of any such obligations incurred by not to exceed $60,000,000 at any Subsidiaryone time outstanding; (d) obligations for current taxesIndebtedness with respect to Interest Hedge Agreements having aggregate notional amounts not to exceed the Commitments, assessments and other governmental charges and taxes, assessments or other governmental charges which are provided that the term of any such Interest Hedge Agreement does not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforextend beyond the Final Maturity Date; (e) intercompany Indebtedness evidenced by among any of the Senior Notes, up to the aggregate principal amount of $30,000,000Borrower Parties; (f) any Indebtedness owing pursuant to Interest Rate Swap Agreements entered into issued in the ordinary course of business connection with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)an Authorized Debt Issuance; (g) Capital Lease any unsecured intercompany Indebtedness between the Borrower and any FUSE Company issued to fund any prepayment of the Loans required pursuant to Section 2.6(a) or Section 2.6(c) hereof with respect to such FUSE Company, provided that such Indebtedness shall be subordinated to the Obligations incurred after on terms and conditions the date hereof not same in all material respects to exceed $2,000,000;the subordination provisions set forth in the Subordination of Intercompany Obligations Agreement; and (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsAccrued Tax Liabilities.

Indebtedness. Create, incur, assume or suffer to exist, or The Credit Parties will not permit any of its Subsidiaries Consolidated Party to contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred by the Borrower to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding on thereon at the date hereof which is set forth on SCHEDULE 6.2time of such refinancing; (c) accounts payable Indebtedness of the Borrower set forth in Schedule 8.1 (for the deferred purchase price of Property but not including any renewals, refinancings or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established thereforextensions thereof), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforspeculative purposes; (e) intercompany Indebtedness evidenced arising out of loans, advances and Guaranty Obligations permitted under Section 8.6; (f) other unsecured Indebtedness of the Borrower and its Subsidiaries; provided, that (i) such Indebtedness (together with the aggregate consideration received for all Sale and Leaseback Transactions entered into by the Senior Notes, up to Borrower and its Subsidiaries during the term of this Credit Agreement) shall not exceed an aggregate principal amount of $30,000,000; 70,000,000 at any one time outstanding and (fii) no part of the principal amount of such Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in shall have a maturity date earlier than 90 days following the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company);Maturity Date; and (g) Capital Lease Obligations incurred after unsecured Indebtedness of the date hereof Borrower under the SunTrust Loan Agreement in an aggregate principal amount not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 6,607,932 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. Create, incur, assume or suffer to exist, or permit exist any Indebtedness of its Alterra Capital’s Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, other thanexcept: (a) Indebtedness under the Lender IndebtednessLoan Documents; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; obligations (ccontingent or otherwise) accounts payable (for the deferred purchase price of Property existing or services) from time to time incurred arising under any Swap Contract entered into by such Person in the ordinary course of business (whichfor the purpose of hedging currency, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), commodity or interest rate risk and guaranties by the Company in the ordinary course not for purposes of business of any such obligations incurred by any Subsidiaryspeculation or taking a “market view”; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (ec) Indebtedness evidenced by the Senior Notes, up for standby letters of credit issued to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap secure liabilities under Primary Policies or Reinsurance Agreements entered into in the ordinary course of business business; (d) Indebtedness owed by any Subsidiary to Alterra Capital or any of its Subsidiaries; provided that if such Indebtedness is owed by a Borrower, such Borrower’s Indebtedness, if any, is subordinate to Indebtedness under this Agreement (including any Guarantees of such Indebtedness) on terms satisfactory to the Administrative Agent; (e) Indebtedness of any Subsidiary in connection with securities lending arrangements with financial institutions in the Agent or as approved by the Required Lenders for the purpose ordinary course of hedging against fluctuations in interest rates business; (on money borrowed by the Company)f) unsecured Indebtedness of Alterra USA Holdings and Alterra Finance LLC not exceeding $450,000,000 at any time; (g) Capital Lease Obligations incurred after Indebtedness of Alterra UK for standby letters of credit which have been, or may from time to time in the date hereof not future be, issued to exceed $2,000,000provide funds at Lloyd’s to support Lloyd’s syndicate commitments of Alterra UK and its Subsidiaries; (h) Indebtedness under purchase money debt not included in clauses (as required to be reported on the financial statements of the Company pursuant to GAAPa) not to exceed the purchase price of the property acquired; through (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDEDg), HOWEVER, provided that the aggregate amount of all Subsidiary such Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall does not exceed 5% $500,000,000; and (i) Indebtedness arising under Guarantees made by any Subsidiary of Consolidated Net Tangible AssetsIndebtedness owed by any other Subsidiaries of the type described in clauses (a) through (h) above.

Indebtedness. CreateThe Lead Borrower will not, incur, assume or suffer to exist, or and will not permit any of its Restricted Subsidiaries to to, contract, create, incur, assume or suffer to exist, exist any Indebtedness, other thanexcept: (ai) (x) Indebtedness incurred pursuant to this Agreement and the Lender Indebtednessother Credit Documents; (y) Indebtedness incurred pursuant to the Second Lien Credit Agreement and the other Second Lien Credit Documents in an amount not to exceed $210,000,000 plus any amounts incurred under Section 2.15(a) of the Second Lien Credit Agreement (as in effect on the date hereof) and (z) Indebtedness incurred pursuant to the ABL Credit Agreement, including any increases in Commitments (as that term is defined in the ABL Credit Agreement) in an amount not to exceed $150,000,000; (bii) Indebtedness outstanding on under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the date hereof which is set forth on SCHEDULE 6.2entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (eiii) Indebtedness of the Lead Borrower and its Restricted Subsidiaries evidenced by the Senior NotesCapitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, up to industrial revenue bonds, industrial development bonds and similar financings); provided that in no event shall the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the date hereof not to exceed $2,000,000; Closing Date permitted by this clause (hiii) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price greater of the property acquired; (i) other Indebtedness $20,000,000 and 1.5% of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 Consolidated Total Assets at any one time outstanding; and; (jiv) Subsidiary Indebtedness; PROVIDED(A) Indebtedness in the form of any indemnification, HOWEVERadjustment of purchase price, earn-out, non-compete, consulting, deferred compensation and similar obligations of the Lead Borrower or its Restricted Subsidiaries and (B) Indebtedness incurred by the Lead Borrower or any of its Restricted Subsidiaries in any disposition permitted hereby under agreements providing for earn-outs or the adjustment of the purchase price or similar adjustments, in each case, in an aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not exceeding $20,000,000 at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.outstanding;

Indebtedness. CreateBorrower shall not, incur, assume or suffer to exist, or nor shall it permit any of its Subsidiaries to to, create, incur, assume or suffer to existbecome obligated (directly or indirectly), for any Indebtednessloans or other indebtedness for borrowed money other than the Revolving Loans, other than: except that Borrower may (ai) the Lender Indebtedness; (b) Indebtedness outstanding borrow money from a Person on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (an unsecured and subordinated basis if a subordination agreement in favor of Agent for the deferred purchase price benefit of Property Lenders and in form and substance satisfactory to Agent in its sole discretion determined in good faith is executed and delivered to Agent relative thereto; (ii) maintain its present indebtedness listed on Schedule 11(n) hereto, in each case, together with any refinancing, extension or servicesrenewal thereof so long as the principal amount of such indebtedness and the Collateral therefor are not increased or expanded, as applicable; (iii) from time incur unsecured indebtedness to time incurred trade creditors in the ordinary course of business business; (whichiv) incur purchase money indebtedness or capitalized lease obligations, if greater than 90 days past due date are which indebtedness or capitalized lease obligations shall, in each instance unless otherwise waived by Agent in its sole discretion, be subject to access and use agreements in form and content acceptable to Agent in its sole discretion (it being contested in good faith if reserves adequate under GAAP shall have been established therefor), understood and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as agreed that Borrower shall be required by GAAP shall have been made therefor; only to use good faith efforts to arrange for any such agreements with respect to any such indebtedness or capitalized lease obligations in effect as of November 10, 2006); (ev) Indebtedness evidenced by the Senior Notes, up incur operating lease obligations requiring payments not to exceed $16,000,000 in the aggregate principal amount during any Fiscal Year of $30,000,000; Borrower; (fvi) Indebtedness owing pursuant to Interest Rate Swap Agreements indebtedness under swaps, interest rate management agreements, foreign currency or commodity hedge agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders business; (vii) incur financing for the purpose of hedging against fluctuations in interest rates premiums on insurance policies secured by such insurance policies and the proceeds thereof; (on money borrowed by viii) incur Second Lien Debt, subject to the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements terms of the Company pursuant Intercreditor Agreement; and (ix) incur indebtedness consisting of guaranties of indebtedness described in clauses (i)-(viii) hereof (which guaranties, in the case of Second Lien Debt, shall be subject to GAAP) not to exceed the purchase price terms of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsIntercreditor Agreement).

Indebtedness. CreateIn addition to the provisions in section 6 of the Agreement, incurthe Company may deduct from any commissions, assume fees or suffer other compensation due the PGA under the Agreement any indebtedness which is now or may hereafter become due from the PGA to exist, the Company or permit any of its Subsidiaries to createsubsidiaries, incurwhether arising under the Agreement or otherwise. The Company may also deduct from any commissions, assume fees or suffer to exist, other compensation due the PGA under the Agreement any Indebtedness, other than: (a) the Lender Indebtedness; (b) Indebtedness outstanding on the date hereof indebtedness which is set forth on SCHEDULE 6.2; (c) accounts payable (for now or may hereafter become due from any PPA under the deferred purchase price PGA's supervision to the Company or any of Property its subsidiaries. This provision shall not be construed to limit the amount of any indebtedness to the value of commissions, fees or services) other compensation due under the Agreement, nor shall it be construed to limit any other rights of the Company or its subsidiaries to recover any indebtedness as described above. If legal action is taken to recover such indebtedness, the Company and/or its subsidiaries may recover attorney's fees, costs, and expenses from time the PGA. Provident Mutual Life Insurance Company Effective Date: January 1, 1997 By: /s/ Andr▇▇ ▇. ▇▇▇▇▇ ------------------------- ---------------------------------- Andr▇▇ ▇. ▇▇▇▇▇ Senior Vice President - PPGA PROVIDENT MUTUAL LIFE INSURANCE COMPANY OF PHILADELPHIA ANNUALIZED ADVANCE COMMISSION PAYMENTS AMENDMENT This Amendment is attached and hereby incorporated into the Producing General Agent's Agreement, hereinafter called the Agreement, and is subject to time incurred all of the terms and conditions contained in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders Agreement. This Amendment is for the purpose of hedging against fluctuations authorizing certain annualized advance commission payments to the Producing General Agent, hereinafter called the PGA, and to set forth conditions and obligations for repayment. In its sole discretion, the Company may permit annualized advance commission payments on certain policies in interest rates (designated circumstances. As to such advances, the terms are as follows: 1. Upon payment of the first monthly premium under the Automatic Payment Plan, quarterly premium, or semi-annual premium on money borrowed a life insurance policy issued by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) an application obtained by the PGA, the commission for the first full policy year will be determined and paid to the PGA by the Company. The amount of such payment shall be the Annualized First Year Commission. 2. The maximum premiums to which this Agreement will apply are limited to scheduled premiums no greater than: $2,000 for semi-annual premiums, $1,000 for quarterly premiums, or $330 for monthly premiums under the Automatic Payment Plan. Policies with premiums greater than the above listed amounts are not to exceed eligible for annualization. 3. Should the purchase price Insured die, or should the policy on which an Annualized First Year Commission has been paid lapse or terminate for any reason whatsoever before the premiums for the first full policy year are paid, that percentage of the property acquired; (i) other Indebtedness Annualized First Year Commission equal to the percentage of the premiums for the first full policy year which were not paid shall be deemed to be the unearned portion of the Annualized First Year Commission which has been advanced to the PGA by the Company, and which thereafter will constitute an indebtedness to the Company and its Subsidiaries which does not exceed in without further demand by the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible AssetsCompany.

Indebtedness. Create, incur, assume or suffer to exist, or The Borrower will not permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) in respect of current accounts payable (for the deferred purchase price of Property or services) from time to time and accrued expenses incurred in the ordinary course of business business; (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties c) Indebtedness owing by a Subsidiary of the Company in Borrower to the ordinary course Borrower or another Subsidiary of business of any such obligations incurred by any Subsidiarythe Borrower; (d) obligations for current taxes, assessments purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as (iii) no such Indebtedness shall be required by GAAP shall have been made thereforrefinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (e) Indebtedness evidenced arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Senior NotesBorrower arising from Permitted Receivables Financings), up to the aggregate principal amount of $30,000,000at any one time outstanding; (f) Indebtedness owing pursuant to Interest Rate Swap evidenced by Hedging Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders and not for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)speculative purposes; (g) Capital Lease Obligations incurred after Any guaranty of Indebtedness of the date hereof not to exceed $2,000,000Borrower; (h) Indebtedness under purchase money debt (incurred after the Effective Date in connection with the acquisition of a Person or Property as required long as such Indebtedness existed prior to be reported on the financial statements of the Company pursuant to GAAP) such acquisition and was not to exceed the purchase price of the property acquiredcreated in anticipation thereof; (i) other Indebtedness of existing on the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingClosing Date as set forth on Schedule 8.1; and (j) Subsidiary Indebtedness; PROVIDEDother unsecured Indebtedness in an amount not to exceed $200,000,000, HOWEVERin the aggregate, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.

Indebtedness. CreateSuch Obligor will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to to, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanwhether directly or indirectly, except: (a) the Lender IndebtednessObligations; (b) Indebtedness outstanding existing on the date hereof which is and set forth on SCHEDULE 6.2Schedule 9.01 and Permitted Refinancings thereof; provided that, if such Indebtedness is intercompany Indebtedness, such Indebtedness shall be subject to the Intercompany Subordination Agreement; (c) accounts payable to trade creditors for goods and services and current operating liabilities (for not the deferred purchase price result of Property or servicesthe borrowing of money) from time to time incurred in the ordinary course Ordinary Course of such Obligor’s or such Subsidiary’s business (whichin accordance with customary and paid within the specified time, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being unless contested in good faith by appropriate action or proceeding promptly initiated proceedings and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforreserved for in accordance with GAAP; (d) Indebtedness consisting of Guarantees resulting from the endorsement of negotiable instruments for collection in the Ordinary Course; (e) Indebtedness evidenced by the Senior Notesof an Obligor owing to any other Obligor, up in each case, subject to the aggregate principal amount of $30,000,000Intercompany Subordination Agreement; (f) Indebtedness of any Subsidiary that is not an Obligor owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)any other Subsidiary that is not an Obligor; (g) Capital Lease Obligations incurred after Indebtedness of (i) any Obligor owing to any Subsidiary that is not an Obligor and (ii) any Subsidiary that is not an Obligor owing to any Obligor, in each case of clauses (i) and (ii) subject to the date hereof Intercompany Subordination Agreement; provided any Indebtedness owing pursuant to this clause (g) shall not to exceed $2,000,0005,000,000 in the aggregate outstanding at any one time; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired[reserved]; (i) other Guarantees by any Obligor and any Subsidiary of Permitted Indebtedness of any Obligor; (j) Ordinary Course equipment and software financing and leasing (including Capital Leases and purchase money Indebtedness); provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $5,000,000; (k) Indebtedness under Permitted Hedging Agreements; (l) Indebtedness assumed pursuant to any Permitted Acquisition; provided that (i) no such Indebtedness (individually) shall exceed 15% of the total purchase price paid in connection with such Permitted Acquisition, (ii) the aggregate outstanding principal amount of Indebtedness permitted pursuant to this Section 9.01(l) shall not exceed $10,000,000 and (iii) no such Indebtedness was created or incurred in connection with, or in contemplation of, such Permitted Acquisition; (m) (i) Indebtedness of the Company Borrower owing to the Buyer pursuant to the Revenue Interest Purchase Agreement in an aggregate principal amount not to exceed the amount permitted under the Intercreditor Agreement, and its Subsidiaries which does (ii) any Indebtedness that refinances Indebtedness referred to in subclause (i) to the extent such refinancing is permitted in accordance with the Intercreditor Agreement; (n) [reserved]; (o) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $10,000,000 at any time; (p) Permitted Convertible Debt; provided that (i) the Borrower’s Market Capitalization at the time of pricing of such Permitted Convertible Debt is at least $300,000,000 and (ii) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this clause (p) shall not exceed the lesser of (x) 20% of Borrower’s Market Capitalization (determined as of the date of pricing of such Permitted Convertible Debt) and (y) $150,000,000; (q) Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the Ordinary Course in an aggregate principal amount not to exceed $2,800,000 2,500,000 at any one time outstanding, including in respect of workers compensation claims, health, disability or other employee benefits, leases, commercial contracts, Indebtedness permitted pursuant to Section 9.01(s), property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (r) Indebtedness arising in connection with the financing of insurance premiums in the Ordinary Course; (s) Indebtedness in respect of (i) performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds, government bonds, performance and completion guarantees and similar obligations arising in the Ordinary Course and (ii) customary indemnification obligations to purchasers in connection with Asset Sales permitted by Section 9.09; (t) Indebtedness in respect of netting services, overdraft protections, business credit cards, purchasing cards, payment processing, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with deposit accounts or cash management services, in each case in the Ordinary Course; and (ju) Subsidiary Indebtedness; PROVIDEDpurchase price adjustments, HOWEVERindemnity payments and other Deferred Acquisition Consideration in connection with any Permitted Acquisition, in each case that are permitted pursuant to the aggregate amount definition of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets“Permitted Acquisition”.

Indebtedness. CreateEach Borrower and Guarantor shall not, and shall not permit any Subsidiaries to, incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the Indebtedness, performance, obligations or dividends of any other thanPerson, except: (a) the Lender IndebtednessObligations; (b) purchase money Indebtedness outstanding on (including Capital Leases) arising after the date hereof which is set forth to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on SCHEDULE 6.2Real Property not to exceed $500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of such Borrower, Guarantor or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) accounts payable (guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in favor of Agent for the deferred purchase price benefit of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any SubsidiaryLenders; (d) obligations the Indebtedness of any Borrower or Guarantor to any other Borrower or Guarantor or any other Subsidiary of Parent arising pursuant to loans permitted under Section 9.10(d) or (e) hereof, provided, that, as to any such Indebtedness at any time owing by a Borrower to a Guarantor or any other Subsidiary of Parent (other than a Borrower), (i) the Indebtedness arising pursuant to such loans shall be subject to, and subordinate in right of payment to, the right of Agent and Lenders to receive the prior final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to Agent, (ii) promptly upon Agent's request, Agent shall have received a subordination agreement, in form and substance satisfactory to Agent, providing for the terms of the subordination in right of payment of such Indebtedness of such Borrower to the prior final payment and satisfaction in full of all of the Obligations, duly authorized, executed and delivered by such Guarantor and such Borrower, (iii) such Borrower shall not, directly or indirectly make, or be required to make, any payments 84 in respect of such Indebtedness prior to the end of the then current taxesterm of this Agreement, assessments except that Parent and other governmental charges Merchandising may make payments of interest to Resources on a quarterly basis in respect of intercompany loans by Resources to Parent or Merchandising, as the case may be, so long as Resources immediately applies all of the proceeds of such interest payments to make an intercompany loan in cash to Parent or Merchandising in accordance with the terms of Section 9.10(d) hereof; and taxes(iv) in the case of any Indebtedness owing to a Borrower or Guarantor, assessments the Indebtedness arising pursuant to any such loan shall not be evidenced by a promissory note or other governmental charges which are not yet due instrument, unless the single original of such note or are being contested in good faith other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by appropriate action the payee of such note or proceeding promptly initiated and diligently conducted, if reserves other instrument as shall be required by GAAP shall have been made thereforAgent may require; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements any Borrower or Guarantor entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are with a Bank Product Provider, (ii) such arrangements are not for speculative purposes, and (iii) such Indebtedness shall be unsecured, except to the Agent extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with any Bank Product Provider that are secured under the terms hereof; (f) unsecured guarantees by Parent or a Borrower of the obligations of a Borrower arising pursuant to a lease from a third party in a bona fide arm's length transaction of real property for use as approved by a retail store location in the Required Lenders for ordinary course of the purpose business of hedging against fluctuations in interest rates such Borrower; provided, that, (i) the Person issuing such guarantee is permitted hereunder to incur directly the obligation that is being guaranteed and (ii) as of the date on money borrowed by the Company)which such guarantee is issued no Event of Default exists or has occurred and is continuing; (g) Capital Lease Obligations incurred unsecured Indebtedness of any Borrower or Guarantor arising after the date hereof to any third person (but not to exceed $2,000,000any other Borrower or Guarantor), provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Borrower or Guarantor to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all Subordinated Debt Documents evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in accordance with the terms hereof, (v) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vi) such Borrower and Guarantor shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (h) Indebtedness under purchase money debt arising from lease payments in connection with one or more sale-leaseback transactions in respect of (as required to be reported on i) the financial statements of Owned Store Real Properties, and (ii) the Company pursuant to GAAP) not to exceed the purchase price of the property acquiredReal Properties formerly owned by Borrowers located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Victoria, Texas 77904; (i) the Indebtedness set forth on Schedule 9.9 to the Information Certificate which are not permitted by the other provisions of Section 9.9 above; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the Company agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its Subsidiaries which does not exceed in behalf, promptly after the aggregate $2,800,000 at receipt thereof, or sent by any one time outstandingBorrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, unsecured Indebtedness of any Borrower or Guarantor arising after the date hereof to any third person which is not permitted by the other provisions of Section 9.9 above in an aggregate outstanding amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) not to exceed $100,000 at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetstime.

Indebtedness. Create, Borrower shall not incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtednessobligations, other than: liabilities or indebtedness (including under or in connection with capital leases), except: (a) the Lender Indebtedness; Obligations including obligations, liabilities and indebtedness under or in connection with Swap Agreements; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred trade obligations and normal accruals in the ordinary course of business (whichnot yet due and payable, if greater than 90 days past due date are being contested or with respect to which Borrower is contesting in good faith if the amount or validity thereof by appropriate proceedings diligently pursued and available to Borrower, and with respect to which adequate reserves adequate under GAAP shall have been established therefor), and guaranties set aside on its books; (c) purchase money indebtedness (including capital leases) to the extent not incurred or secured by the Company Liens (including capital leases) in the ordinary course of business violation of any such obligations incurred by any Subsidiary; other provision of this Agreement; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; the indebtedness set forth on Schedule 9.9 hereto; (e) Indebtedness evidenced by subject to Section 9.26, the Senior NotesNote Indebtedness; (f) the indebtedness incurred pursuant to the BMO Term Sheet; provided however that the indebtedness of Borrower under (i) the BMO LC Facility shall not exceed $10,000,000, up (ii) the Mastercard Facility shall not exceed CDN$25,000 and (iii) the FX Facility shall not exceed $300,000; (g) the indebtedness and indemnity obligations incurred pursuant to the EDC Indemnity Agreement; provided that such indebtedness and indemnity obligations shall relate solely to CIB Products (as defined in the EDC Indemnity Agreement) issued by EDC in support of the BMO LC Facility and not to exceed $10,000,000 in the aggregate; (h) the indebtedness incurred pursuant to the BMO FEFC Term Sheet and the Application; provided however that: (i) the foreign exchange forward contracts to be entered into with respect to the BMO FEFC Term Sheet shall be entered into for hedging purposes only and not for speculative purposes; (ii) the ▇▇▇▇ to market exposure of all such existing foreign exchange forward contracts in the aggregate shall not exceed US$10,000,000; (iii) the notional amount of all such existing foreign exchange forward contracts in the aggregate shall not exceed US$33,333,333; (iv) if Borrower fails to settle a foreign exchange forward contract entered into with respect to the BMO FEFC Term Sheet on its settlement date and/or fails to pay any part of the Guaranteed Amount (as defined in the FX Guarantee) to BMO within ten (10) Business Days of BMO’s demand to Borrower to pay the Guaranteed Amount (as defined in the FX Guarantee), BMO may submit a payment request to EDC under the FX Guarantee and BMO is required to demand payment from Borrower before submitting a payment request under the FX Guarantee to EDC unless BMO is prevented from making a demand by reason of an Insolvency Event Stay (as defined in the FX Guarantee) or by reason of an Injunction (as defined in the FX Guarantee); and (v) EDC’s sole recourse against Borrower with respect to amounts paid by EDC pursuant to the FX Guarantee shall be against Borrower pursuant to the unsecured indemnity in the Application not to exceed US$5,000,000 in aggregate plus applicable costs, expenses, and interest as set out therein; and (i) any subordinated indebtedness in the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,00025,000,000; provided that: (A) both before and after giving effect to the incurrence of such indebtedness, Borrower is in compliance with all the terms of the Financing Agreements including the financial covenants set forth in Sections 9.13, 9.14, 9.23 and 9.24 hereof and no Default or Event of Default exists and is continuing or would occur as a result thereof; (hB) Indebtedness under purchase money debt (as required prior to be reported on the financial statements indefeasible payment in full in cash of the Company pursuant Term Loan, such indebtedness incurred under this Section 9.9(i) must be subject to GAAP) not an intercreditor or subordination agreement between Agent, Borrower and subordinated lender, in form, content and substance satisfactory to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company Agent, in its sole and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingabsolute discretion; and (jC) Subsidiary Indebtedness; PROVIDEDafter the indefeasible payment in full in cash of the Term Loan, HOWEVERsuch indebtedness incurred under this Section 9.9(i) must be subject to an intercreditor or subordination agreement (which shall contain standard market terms for intercreditor or subordination agreements between a senior first secured lender and a subordinate junior lender) between Agent, Borrower and subordinated lender, in form, content and substance satisfactory to Agent, acting reasonably. For greater certainty and without limiting the aggregate amount foregoing Borrower shall not, directly or indirectly, (a) amend, modify, alter or change the terms of all Subsidiary such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except that Borrower may amend, modify, alter or change the terms of the Senior Note Indebtedness only with the prior written consent of Agent, in its discretion or (b) prepay, redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose except that Borrower may prepay, redeem, retire, defease, purchase or otherwise acquire the Senior Note Indebtedness (other than Intercompany Indebtednessincluding, necessary amendments to the Senior Notes and Trust Indenture in respect thereof) at any one time outstanding in accordance with the terms of Section 9.26 hereof. Borrower shall not exceed 5% of Consolidated Net Tangible Assetsfurnish to Agent all notices or demands in connection with such indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be.

Indebtedness. CreateThe Credit Parties will not contract, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness of the Credit Parties existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness of the deferred Credit Parties incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such asset; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $10,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxesUnsecured intercompany Indebtedness among the Credit Parties, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as provided that any such Indebtedness shall be required by GAAP shall have been made thereforfully subordinated to the Credit Party Obligations hereunder on terms substantially similar to those set forth in Schedule 6.1(d); (e) Indebtedness evidenced by the Senior Notes, up and obligations owing under Hedging Agreements relating to the aggregate principal amount of $30,000,000Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, equity value exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course under documentary letters of business with the Agent or as approved by the Required Lenders credit for the purpose purchase of hedging against fluctuations in interest rates goods or other merchandise generally (on money borrowed by but not under standby, direct pay or other letters of credit except for the CompanyLetters of Credit hereunder); (g) Capital Lease Indebtedness of the Credit Parties in respect of Guaranty Obligations incurred after the date hereof Closing Date guarantying loans having maturities not exceeding one year of BFD Licensees incurred to finance the acquisition of real property and/or construction of improvements on real property to be used in the business of the BFD Licensees as such in an aggregate amount not to exceed $2,000,00010,000,000 at any time outstanding; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant Credit Parties in respect of Guaranty Obligations guarantying loans of BFD Licensees incurred to GAAP) finance working capital needs in an aggregate amount not to exceed the purchase price of the property acquired$15,000,000 at any time outstanding; (i) Indebtedness incurred in connection with any securitization, synthetic lease, tax retention operating lease, off-balance sheet loan or other Indebtedness of the Company and its Subsidiaries which does similar off-balance sheet financing product in an aggregate amount not to exceed in the aggregate $2,800,000 30,000,000 at any one time outstandingoutstanding and containing terms and conditions reasonably satisfactory to the Agent; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, other unsecured Indebtedness of the Credit Parties which does not exceed $10,000,000 in the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding, provided such Indebtedness contains covenants no more restrictive than those contained in this Credit Agreement.

Indebtedness. Create, Borrower shall not incur, assume create, assume, become or suffer to existbe liable in any manner with respect to, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any obligations or Indebtedness, other thanexcept: (a) the Lender IndebtednessObligations; (b) Indebtedness outstanding on the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for the deferred purchase price of Property or services) from time trade obligations, obligations to time incurred employees under employment contracts, and normal accruals in the ordinary course of business (whichnot yet due and payable, if greater than 90 days past due date are being contested or with respect to which Borrower is contesting in good faith if the amount or validity thereof by appropriate proceedings diligently pursued and available to Borrower and with respect to which adequate reserves adequate under GAAP shall have been established therefor), and guaranties set aside on its books; (c) purchase money Indebtedness (including capital leases) to the extent not incurred or secured by the Company liens (including capital leases) in violation of any other provision of this Agreement; (d) operating leases of Equipment in the ordinary course of the business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made thereforBorrower; (e) Indebtedness evidenced by with respect to the Employee Plans, not arising as a result of a Termination Event, that is incurred to obtain the PBGC's forbearance in connection with the refinancing of the Senior Notes, up provided that Lender has given its prior written consent to the aggregate principal amount of $30,000,000such Indebtedness; (f) Indebtedness owing pursuant obligations to Interest Rate Swap Agreements entered into pay dividends in respect of the ordinary course Capital Stock of business with Borrower consisting of the Agent or as approved by the Required Lenders for the purpose Class B Cumulative Convertible Preferred Stock, Series D; provided, that, Borrower shall not make, and shall not be required to make, any payments in respect of hedging against fluctuations in interest rates (on money borrowed by the Company);such dividends; and (g) Capital Lease Obligations incurred after Indebtedness of Borrower existing on the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported set forth on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; Schedule 9.12 hereto, provided, that, (i) other Borrower may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.the

Indebtedness. CreateThe Borrower will not, incur, assume and will not permit or suffer to exist, or permit cause any of its Subsidiaries to to, create, incur, assume or suffer to exist, exist any Indebtedness, Indebtedness other than:than (without duplication): (ai) Indebtedness of the Lender Credit Parties in favor of the Administrative Agent and the Lenders incurred under this Agreement and the other Credit Documents; (ii) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case above to the extent constituting Indebtedness; (biii) purchase money Indebtedness outstanding on of the date hereof which is set forth on SCHEDULE 6.2; (c) accounts payable (for Borrower and its Subsidiaries incurred solely to finance the deferred purchase price acquisition, construction or improvement of Property any equipment, real property or services) from time to time incurred other fixed assets in the ordinary course of business (which, if greater than 90 days past due date are being contested or assumed or acquired by the Borrower and its Subsidiaries in good faith if reserves adequate connection with a Permitted Acquisition or other transaction permitted under GAAP shall have been established thereforthis Agreement), including Capital Lease Obligations, and guaranties by the Company any renewals, replacements, refinancings or extensions thereof, provided that all such Indebtedness shall not exceed $10,000,000 in the ordinary course of business of aggregate principal amount outstanding at any such obligations incurred by any Subsidiaryone time; (div) obligations for current taxesunsecured loans and advances (A) by the Borrower or any Subsidiary to any Subsidiary Guarantor, assessments (B) by any Subsidiary to the Borrower, or (C) by the Borrower or any Subsidiary to any Subsidiary that is not a Subsidiary Guarantor, provided in each case that any such loan or advance made pursuant to clause (C) above is subordinated in right and other governmental charges time of payment to the Obligations and taxesis evidenced by a promissory note, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated form and diligently conducted, if reserves as substance reasonably satisfactory to the Administrative Agent and shall be required by GAAP shall have been made thereforsubject to the limitations on Investments set forth in Section 7.5(x); (ev) Indebtedness evidenced by of the Senior Notes, up to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Borrower under Hedge Agreements entered into in the ordinary course of business with to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (vi) Indebtedness existing on the Agent Closing Date and described in Schedule 7.2 and any renewals, replacements, refinancings or as approved by extensions of any such Indebtedness that do not increase the Required Lenders outstanding principal amount thereof or result in an earlier final maturity date or decreased weighted average life thereof; (vii) Indebtedness consisting of Guaranty Obligations of the Borrower or any of its Subsidiaries incurred in the ordinary course of business for the purpose benefit of hedging against fluctuations another Credit Party, provided that the primary obligation being guaranteed is expressly permitted by this Agreement, and provided further that any Guaranty Obligations of the Borrower or any Subsidiary Guarantor of obligations of any Subsidiary that is not a Subsidiary Guarantor shall be subject to the limitations on Investments set forth in interest rates (on money borrowed by the CompanySections 7.5(x); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (hviii) Indebtedness under purchase money debt (as required that may be deemed to be reported on the financial statements of the Company exist pursuant to GAAP) not to exceed any performance bond, surety, statutory appeal or similar obligation entered into or incurred by the purchase price Borrower or any of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingordinary course of business; and (jix) Subsidiary Indebtedness; PROVIDED, HOWEVER, other unsecured Indebtedness of the Borrower and its Subsidiaries not exceeding $2,000,000 in aggregate principal amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) outstanding at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetstime.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on of the date hereof which is Borrower and any of its Subsidiaries set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof on SCHEDULE 6.2terms, and conditions no less favorable to such Person than such existing Indebtedness); (c) accounts payable (for the deferred purchase price of Property or services) from time to time Intercompany Indebtedness incurred in the ordinary course of business (which, if greater than 90 days and consistent with the past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by practices of the Company in the ordinary course of business of any such obligations incurred by any SubsidiaryCredit Parties or for cash management purposes; (d) obligations of the Borrower in respect of any interest rate protection agreement or foreign currency exchange agreement (including, but not limited to, the Hedging Agreements) entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for current taxesspeculative purposes; provided that, assessments and other governmental charges and taxesso long as any Subordinated Indebtedness shall remain outstanding, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as shall Indebtedness permitted under this Section 8.1(d) may only be required by GAAP shall have been made thereforincurred to the extent allowed under Section 8.8(a)(i)(C) of the Subordinated Debt Agreement; (e) Indebtedness evidenced by the Senior Notes, up to the aggregate principal amount of $30,000,000;Subordinated Indebtedness; and (f) in addition to the Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved otherwise permitted by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired;this Section 8.1, (i) other Indebtedness hereafter incurred by the Borrower provided that (A) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to the Borrower that are more restrictive than the covenants and default provisions contained in the Credit Documents, (B) on the date of incurrence of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness, if any, of the Company Borrower or any of its Subsidiaries, no Default or Event of Default would exist hereunder and its Subsidiaries which does not exceed in (C) so long as any Subordinated Indebtedness shall remain outstanding, Indebtedness permitted under subsection (f)(i) may only be incurred to the aggregate $2,800,000 at any one time outstandingextent allowed under Section 8.8 (b) of the Subordinated Debt Agreement; and (jii) Guaranty obligations of any Subsidiary Indebtedness; PROVIDED, HOWEVER, of the aggregate amount Borrower that is a Guarantor with respect to any Indebtedness of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsthe Borrower permitted under this Section 8.1(f).

Indebtedness. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to create, incur, assume incur or suffer to exist, exist any Indebtedness, other thanexcept: (ai) Indebtedness arising or existing under this Agreement and the Lender IndebtednessNotes; (bii) Indebtedness outstanding on the date hereof which is set forth in Schedule 6E, and renewals, refinancing and extensions thereof (and which in the case of the Indebtedness of the Company under the Credit Agreement shall not have a maturity prior to January 9, 2000 and shall be on SCHEDULE 6.2; terms and conditions consistent with those prevailing in the bank market at such time); (ciii) accounts payable (for Capitalized Lease Obligations and Indebtedness incurred, in each case, to provide all or a portion of the deferred purchase price or costs of Property construction of an asset, provided that (i) such Indebtedness when incurred shall not exceed the purchase price or services) from time to time incurred cost of construction of such asset or, in the ordinary course case of business (whicha sale/leaseback transaction, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor)the fair market value of such asset, and guaranties by the Company in the ordinary course of business of any (ii) no such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as Indebtedness shall be required by GAAP shall have been made therefor; refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (eiv) Indebtedness evidenced by the Senior Notes, up and obligations owing under Rate Hedging Obligations relating to the aggregate principal amount of $30,000,000; (f) Indebtedness owing pursuant to Interest Rate Swap Agreements obligations under the Credit Agreement and under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business with the Agent to manage existing or anticipated risks; (v) unsecured intercompany Indebtedness as approved by the Required Lenders for the purpose permitted under paragraph 6G; (vi) other unsecured Funded Debt of hedging against fluctuations in interest rates (on money borrowed by the Company); (gA) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not the extent that upon the incurrence thereof no Default or Event of Default shall exist immediately prior to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingor after giving effect thereto on a Pro Forma Basis; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. Create, incur, assume or suffer to exist, or permit Neither the Borrower nor any of its Restricted Subsidiaries to will contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness outstanding on evidenced by the date hereof Senior Notes (and a refinancing thereof, so long as in the case of any such refinancing, such Indebtedness (i) shall not exceed the principal amount of the Senior Notes then outstanding, (ii) has a weighted average life to maturity not shorter than that of the Senior Notes, (ii) is unsecured, except by guaranties of the Subsidiaries as provided in the case of the Senior Notes, and the rights of payment are subordinate to or pari pasu with, but not senior to or given a preference in any material respect over, the Obligations under this Credit Agreement and (iv) the terms of the credit agreement, indenture, note or other instrument pursuant to which such Indebtedness is set forth on SCHEDULE 6.2issued or by which such Indebtedness is governed, shall not, in any material respect, be more restrictive to the Borrower or its Subsidiaries than the terms of the Indenture pursuant to which the Senior Notes shall have been issued); (c) Indebtedness existing as of the Closing Date as referenced in Section 5.09 (and renewals, refinancings or extensions thereof on terms and conditions no more favorable to such Person than such existing Indebtedness (taking into account reasonable market conditions existing at such time) and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); (d) Indebtedness in respect of current accounts payable or accrued (other than for the deferred borrowed money or purchase price of Property or servicesmoney obligations) from time to time and incurred in the ordinary course of business (whichbusiness, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor)provided, that all such liabilities, accounts and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiary; (d) obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceeding promptly initiated and diligently conducted, if reserves as claims shall be required by GAAP shall have been made thereforpaid when due (or in conformity with customary trade terms); (e) Indebtedness evidenced by Purchase money indebtedness incurred to finance the Senior Notes, up to purchase of fixed assets provided that (i) the total of all such indebtedness shall not exceed an aggregate principal amount at any time outstanding of $30,000,000; 10,000,000; (fii) Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations such indebtedness when incurred after the date hereof shall not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstandingasset financed; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assets.

Indebtedness. CreateThe Borrower will not, incur, assume or suffer to exist, or nor will it permit any of its Subsidiaries to Subsidiary to, contract, create, incur, assume or suffer permit to exist, exist any Indebtedness, other thanexcept: (a) Indebtedness arising or existing under this Credit Agreement and the Lender Indebtednessother Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof which is set forth on SCHEDULE 6.2of such renewal, refinancing or extension; (c) accounts payable (for Indebtedness of the deferred Borrower and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of Property construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or servicescost of construction of such asset; (ii) from no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time to of such refinancing; and (iii) the total principal amount of all such Indebtedness shall not exceed $25,000,000 at any time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such obligations incurred by any Subsidiaryoutstanding; (d) obligations for current taxesUnsecured intercompany Indebtedness (i) among the Credit Parties, assessments and other governmental charges and taxes(ii) among Foreign Subsidiaries, assessments or other governmental charges which (iii) owing from Domestic Subsidiaries of the Borrower that are not yet due or Guarantors to Credit Parties, which Indebtedness is solely for the purpose of purchasing third party debt obligations; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (iii), together with the aggregate amount of Investments and loans made pursuant to clause (iv) of the definition of Permitted Investments, shall not exceed $100,000,000 at any time outstanding, and (iv) owing from Subsidiaries of the Borrower that are being contested in good faith by appropriate action or proceeding promptly initiated not Guarantors to Credit Parties (other than Indebtedness incurred pursuant to clause (iii) above); provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (iv), together with the aggregate amount of Investments and diligently conductedloans made pursuant to clause (v) of the definition of Permitted Investments, if reserves as shall be required by GAAP shall have been made therefornot exceed $50,000,000 at any time outstanding; (e) Secured intercompany Indebtedness evidenced by among the Senior NotesBorrower and its Subsidiaries in a principal amount not to exceed $50,000,000 in the aggregate at any time outstanding; provided that, up to the aggregate principal amount of $30,000,000extent a Credit Party and a Subsidiary that is not a Credit Party are parties to such intercompany Indebtedness arrangement, such Credit Party shall be the secured party; (f) Indebtedness and obligations owing pursuant under Hedging Agreements relating to Interest Rate Swap the Loans hereunder and other Hedging Agreements entered into in the ordinary course of business with the Agent order to manage existing or as approved by the Required Lenders anticipated interest rate, exchange rate or commodity price risks and not for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company)speculative purposes; (g) Capital Lease Obligations incurred after Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the date hereof purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally in an aggregate principal amount not to exceed $2,000,00025,000,000 at any time outstanding; (h) Guaranty Obligations in respect of Indebtedness under purchase money debt (as required of a Credit Party to the extent such Indebtedness is permitted to exist or be reported on the financial statements of the Company incurred pursuant to GAAP) not to exceed the purchase price of the property acquiredthis Section 6.1; (i) other Indebtedness of the Company Borrower and its Subsidiaries which arising under any Synthetic Leases (other than Indebtedness under the Operative Agreements set out on Schedule 6.1(b)) that is pari passu with or subordinated to the Credit Party Obligations in a principal amount not to exceed $40,500,000 in the aggregate at any time outstanding; (j) Indebtedness of the Borrower and its Subsidiaries consisting of unsecured earnout obligations incurred in connection with Permitted Acquisitions in a principal amount not to exceed $50,000,000 in the aggregate at any time outstanding; (k) Indebtedness (other than revolving credit facilities exceeding $50,000,000 in the aggregate and any Synthetic Leases) of the Borrower and its Subsidiaries that is pari passu with or subordinated to the Credit Party Obligations in an aggregate principal amount not to exceed $400,000,000 at any time outstanding; (l) Indebtedness of the Borrower and its Subsidiaries relating to any accounts receivable securitization transaction or transactions; provided that the principal amount of such Indebtedness does not exceed $100,000,000 in the aggregate $2,800,000 at any one time outstanding; and (jm) Subsidiary Indebtednessother Indebtedness of the Borrower and its Subsidiaries; PROVIDED, HOWEVER, provided that such Indebtedness is non-recourse to the Borrower or any of its Subsidiaries and the principal amount of such Indebtedness does not exceed $150,000,000 in the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of Consolidated Net Tangible Assetsoutstanding.