Common use of Indebtedness Clause in Contracts

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractDirectly or indirectly, create, incur, assume or permit guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, Indebtedness other than: than (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents; Obligations; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings ABL Obligations in an amount not to exceed $600,000,000the maximum permitted amount set forth in the Intercreditor Agreement; (c) the Subordinated Debt; provided that such Indebtedness shall at all times be subject to a Subordination Agreement and have an earliest maturity date or call or redemption date, as applicable, no earlier than at least six (6) months after the last day of the Term; (d) Indebtedness of the Credit Parties to any other Credit Party; (e) Guarantees with respect to Indebtedness permitted under this Section 7.8; (f) Indebtedness existing on the Closing Date and described in Schedule 7.8; (g) (x) Capitalized Lease Obligations and (y) purchase money Indebtedness; provided, in the case of clause (x), that any such Indebtedness shall be secured only by the asset subject to the applicable Capital Lease, and, in the case of clause (y), that any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; provided further that the sum of the aggregate (less principal amount of any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; under this clause (g) shall not exceed at any time $250,000; (h) Indebtedness evidenced by Hedging Agreements in respect of any Swap Agreement that is entered into in the ordinary course of business and not to hedge or mitigate risks to which any Credit Party or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by the Credit Parties that a Swap Agreement entered into for speculative purposes; (h) Any guaranty purposes or of Indebtedness a speculative nature is not a Swap Agreement entered into in the ordinary course of the Borrower; business to hedge or mitigate risks); (i) Indebtedness incurred after the Closing Date in connection with the acquisition financing of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created insurance premiums in anticipation thereof; the ordinary course of business; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; representing deferred compensation to officers, directors, employees of DDH and its Subsidiaries; (k) Indebtedness incurred after to the Closing Date extent constituting Indebtedness, accrued Taxes not yet due and payable or that are being contested in good faith by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingappropriate proceedings promptly instituted and diligently conducted; and and (l) other unsecured Indebtedness of the Credit Parties not otherwise permitted hereunder in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstanding$250,000.

Indebtedness. The Borrower and each other Obligor will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incurincur or assume, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising of the Obligors under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness existing on the date hereof and set forth in Section 6.01 of the Borrower Disclosure Letter and any refinancing, refundings, renewals or extensions thereof; (c) Capital Lease Obligations, purchase money Indebtedness and loans incurred to acquire or improve equipment or other physical plant or real property of the Parent or any Restricted Subsidiary; provided that (i) such Indebtedness does not exceed the purchase price plus expenses of the asset or assets acquired (or the improvement thereon, as applicable) and (ii) any Lien that secures such Indebtedness does not apply to any other property or assets of the Parent or its Restricted Subsidiaries; provided, further the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed, at any time outstanding, the greater of (x) $150,000,000 or (y) the amount of such Indebtedness and purchase money Indebtedness, if, immediately after giving effect thereto, the Total Net Leverage Ratio determined on a Pro Forma Basis, is less than 3.00:1.00. (d) Indebtedness of (i) any Restricted Subsidiary to any Obligor or to any other Restricted Subsidiary or (ii) any Obligor to any other Obligor or any other Restricted Subsidiary; provided that (i) except during a Collateral Release Period, all such Indebtedness shall be evidenced by the Intercompany Note, and, if owed to an Obligor, shall be subject to a Lien under the Collateral Documents, (ii) all such Indebtedness shall be unsecured and, if owed by an Obligor, subordinated in right of payment to payment in full of the Obligations, as set forth in the Intercompany Note, and (iii) such Indebtedness is permitted as an Investment under Section 6.06(c); (e) Indebtedness incurred by the Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Indebtedness consisting of the deferred purchase price of property acquired in an Acquisition permitted hereunder), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions permitted hereunder or permitted dispositions of any business or assets (including stock of a Subsidiary); (f) Indebtedness in respect of current accounts payable any Hedging Transaction entered into for the purpose of hedging risks associated with the operations of the Obligors and accrued expenses their respective Subsidiaries and not for speculative purposes; (g) Indebtedness of the Obligors and their respective Restricted Subsidiaries which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under clause (j) of Section 9.01; (h) Guarantees by the Parent of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01; provided, that (i) if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by an Obligor of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.06(c); (i) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof, and refinancing of such Indebtedness in respect thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) and (ii) the aggregate principal amount of all such outstanding Indebtedness permitted by this clause (i) shall not exceed $25,000,000 at any time; (j) other Indebtedness of the Borrower and the other Restricted Subsidiaries not otherwise permitted by this Section 6.01 so long as, immediately after giving effect thereto, the Total Net Leverage Ratio determined on a Pro Forma Basis, would not exceed 2.50:1.00; (i) Indebtedness owing to insurance companies to finance insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case under clause (i) or (ii), in the ordinary course of business; (dl) Indebtedness owing by a Subsidiary under or in connection with (i) any commercial credit card program, (ii) purchasing or “p-card” program or (iii) similar programs, arising in the ordinary course of the Borrower to the Borrower or another Subsidiary of the Borrowerbusiness; (e) 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 (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; (fm) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000consisting of incentive, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)non-compete, at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements consulting, deferred compensation or other similar arrangements entered into in the ordinary course of business and not for speculative purposeswith an officer or employee of any Obligor or its Subsidiaries; (hn) Any guaranty Indebtedness in respect of Indebtedness of the Borrowernetting services, overdraft protections and otherwise in connection with deposit accounts; (io) Indebtedness incurred after in respect of letters of credit, bank guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the Closing Date in connection ordinary course of business and consistent with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofpast practice; (jp) other unsecured Indebtedness existing on not permitted by the date hereof as set forth on Schedule 8.1foregoing in an aggregate principal amount outstanding at any one time not exceeding $20,000,000; (kq) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in respect of letters of credit or bankers’ acceptances supporting facility leases in an aggregate principal or face amount not to exceed exceeding $400,000,000 (or the Dollar equivalent thereof) in the aggregate 5,000,000 at any time outstanding; (r) Refinancing Indebtedness in respect of Sections 6.01(b), 6.01(c), 6.01(h), 6.01(j), 6.01(p) and 6.01(t); (s) Disqualified Equity Interests in an aggregate principal amount not exceeding $5,000,000; and (lt) Indebtedness incurred by the Parent or its Restricted Subsidiary to acquire, construct or improve the New Fulfillment Center; provided that (i) such Indebtedness does not exceed the purchase price of the New Fulfillment Center (or improvement thereon, as applicable) plus expenses, and (ii) any Lien that secures such Indebtedness does not apply to property or assets of the Parent or its Restricted Subsidiaries other unsecured than assets that are or will be a part of the New Fulfillment Center; provided, further that the aggregate principal amount of Indebtedness in an amount permitted by this clause (t) shall not to exceed $200,000,000, in the aggregateexceed, at any one time outstanding, $50,000,000.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractIncur, create, incurassume, assume become or be liable in any manner with respect to, or permit to exist exist, any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness to the other Credit Lender pursuant to the Loan Documents; (b) [Intentionally Omitted]; (c) Indebtedness in liabilities with respect of current to trade obligations, accounts payable payable, advances, royalty or other similar payments, operating leases and accrued expenses other normal accruals incurred in the ordinary course of business, or with respect to which the Borrower or the subject Subsidiary is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that the Borrower or the subject Subsidiary has set aside on its books adequate reserves therefor; (c) Indebtedness existing on the date of this Agreement owed to those Persons, in those amounts and having those maturities as set forth in Schedule 3.01 of the Disclosure Schedule, including any extensions, renewals or refinancings of such Indebtedness provided that (i) there is no increase in the principal amount thereof at the time of such extension, renewal or refinancing, and (ii) there is no other material change in the terms of such Indebtedness which is materially adverse to the Borrower or to the Lender; (d) Indebtedness owing Capitalized Leases reflected in the Financial Statements, and Capitalized Leases hereafter entered into by a Subsidiary of the Borrower to the Borrower or another Subsidiary its Subsidiaries in the ordinary course of the BorrowerBusiness Operations and within the limitations provided in Section 6.17 below; (e) 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 in connection with the Borrower) at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed ’s or its Subsidiaries’ acquisition of capital assets in the purchase price ordinary course of the asset(s) financed; Business Operations and (iii) no such Indebtedness shall be refinanced for a principal amount within the limitations provided in excess of the principal balance outstanding thereon at the time of such refinancingSection 6.17 below; (f) Indebtedness arising from Permitted Receivables Financings Subordinated Debt in an amount not such amounts and upon such terms and conditions as shall be acceptable to exceed $600,000,000, the Lender in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingits sole and absolute discretion; (g) intercompany Indebtedness evidenced by Hedging Agreements entered into in between the ordinary course of business Borrower and not for speculative purposesany Wholly-Owned Subsidiary or between Wholly-Owned Subsidiaries; (h) Any guaranty of Indebtedness of Guarantees to the Borrower;extent permitted pursuant to Section 6.03 below; and (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingThe Seller Notes.

Indebtedness. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanwhether directly or indirectly, except: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (bii) [Intentionally Omitted]Indebtedness owing under the Non-Convertible Credit Facility Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $35,000,000 and the amount of interest thereon compounded and added to the principal thereof; (ciii) Indebtedness owing under the Convertible Credit Facility Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $69,095,709 and the amount of interest thereon compounded and added to the principal thereof, and Indebtedness under the Fee Letter (as defined in respect the Convertible Credit Facility Agreement); (iv) Indebtedness existing on August 28, 2015 and set forth in Schedule 9.01 of current the Non-Convertible Credit Facility Agreement; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Required Holders; (v) accounts payable to trade creditors for goods and accrued expenses services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or any of its Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (vi) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries in the ordinary course of business; (dvii) Indebtedness owing by a Subsidiary of the Borrower any Obligor to any other Obligor; provided that, in each case, such Indebtedness is unsecured and subordinated to the Borrower or another Subsidiary of Obligations on terms satisfactory to the BorrowerRequired Holders; (eviii) purchase money Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not exceeding $1,150,000 (including Capital Leasesor the Equivalent Amount in other currencies) to finance the purchase at any time; (ix) normal course of fixed assets (including equipment)business equipment financing; provided that (i) if secured, the total collateral therefor consists solely of all such Indebtedness shall not exceed an 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 $100,000,000 2,300,000 (less any purchase money Indebtedness incurred by or the BorrowerEquivalent Amount in other currencies) at any one time outstanding; time; (x) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, adjustment of purchase price or similar obligations (including for the deferred purchase price of property acquired in a Permitted Acquisition), or (ii) such Indebtedness when incurred shall not exceed under guaranties or letters of credit, surety bonds or performance bonds securing the purchase price performance of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount any Obligor or any of its Subsidiaries, in excess of the principal balance outstanding thereon at the time of such refinancingeach case, in connection with transactions permitted under Section 9(c)(v); (fxi) Indebtedness arising from Permitted Receivables Financings in an amount not contingent obligations with respect to exceed $600,000,000, in the aggregate (less any Indebtedness performance guaranties and surety bonds incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposesof a type and amount consistent with past practices of the Obligors and their Subsidiaries; (hxii) Any guaranty obligations in respect of Indebtedness of the Borrowernetting services, overdraft protections and other similar cash management products for deposit accounts; (ixiii) unsecured Indebtedness incurred after the Closing Date of any Obligor not otherwise described in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries this Section 9(a), in an aggregate amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding$5,750,000; provided that Issuer shall give the Holders of at least a majority in aggregate principal amount of the outstanding Securities written notice prior to the incurrence of any such Indebtedness under this Section 9(a)(xiii) owing to any director or executive officer of Issuer or any of its Affiliates; and (lxiv) other unsecured Indebtedness approved in an advance in writing by the Holders of at least a majority in aggregate principal amount not to exceed $200,000,000, in of the aggregate, at any one time outstandingoutstanding Securities.

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsSecured Obligations; (bii) [Intentionally Omitted]Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (ciii) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) subject to the terms of Section 7.3(Q), Indebtedness arising from intercompany loans and accrued expenses advances (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that such Indebtedness shall be expressly subordinate to the payment in full in cash of the Secured Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(P); (vii) 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 fixed assets, if (a) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed $1,000,000 in the aggregate principal amount outstanding at any time, and (e) any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”); (viii) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (dix) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from or any of its Subsidiaries (whether assumed by the Borrower or such Subsidiary or issued to the seller) in any Permitted Receivables FinancingsAcquisition as part of the consideration therefor, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without limitation those with respect to amount, maturity (which shall not be prior to six (6) months after the Commitment Termination Date), at any one time outstandingamortization, interest rate, premiums, fees, covenants, subordination, events of default and remedies); (gx) Indebtedness evidenced by Hedging Agreements entered into the Subordinated Notes and Permitted Refinancing Indebtedness in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation respect thereof; (jxi) guaranties by the Borrower of Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness permitted to be incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingSubsidiary; and (lxii) other additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding $1,000,000.

Indebtedness. The Borrower will Borrowers shall not, and shall not suffer or permit any of its Subsidiaries Restricted Subsidiary to, contract, create, incur, incur or assume or permit to exist any Indebtedness, other thanexcept for the following: (ai) Guaranty Obligations Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; (bii) [Intentionally Omitted]Indebtedness existing as of the Closing Date and set forth on Schedule 11.2(e) together with any refinancing thereof; (ciii) Indebtedness in respect incurred after the Closing Date consisting of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower Capital Leases or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment)Purchase Money Indebtedness; 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 or cost of construction of the asset(s) financed; and assets acquired or constructed, (iiiii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon thereof at the time of such refinancing; refinancing and (fiii) the total amount of all such Indebtedness arising from Permitted Receivables Financings in an amount shall not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), 15,000,000 at any one time outstanding; (giv) unsecured intercompany Indebtedness among Obligors, among Restricted Subsidiaries and among Obligors and Restricted Subsidiaries; provided that any such Indebtedness owing by an Obligor to a Restricted Subsidiary that is not an Obligor shall be fully subordinated to the Obligations hereunder on terms and conditions reasonably satisfactory to Borrowers and the Administrative Agent; (v) Indebtedness evidenced by and obligations owing under Hedging Agreements entered into in the ordinary course of order to manage existing or anticipated business risks and not for speculative purposes; (hvi) Any guaranty of unsecured Indebtedness of Borrowers; provided that (i) no Default or Event of Default shall have occurred and be continuing on a pro forma basis immediately prior to and immediately after giving effect to the Borrowerfull amount of such Indebtedness and (ii) Borrowers shall be in compliance on a Pro Forma Basis with the covenant in Section 11.1(l); (ivii) Indebtedness incurred of any Person that becomes a Restricted Subsidiary (or that is merged or consolidated with or into a Borrower or a Restricted Subsidiary) after the Closing Date in connection a transaction permitted hereunder, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary (or that is merged or consolidated with the acquisition or into a Borrower or a Restricted Subsidiary) (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Person Restricted Subsidiary, or Property as long as such Indebtedness existed prior to such acquisition being merged or consolidated with or into a Borrower or a Restricted Subsidiary), and was not created in anticipation any refinancing thereof; (jviii) Indebtedness existing on that is subordinated to the Obligations; provided, however, that (A) the subordination of such Indebtedness is pursuant to a written subordination agreement satisfactory to the Administrative Agent in its sole discretion, (B) the terms, conditions and amount of any such subordinated Indebtedness shall be satisfactory to the Administrative Agent in its sole discretion, (C) the stated maturity date hereof as set forth on Schedule 8.1or mandatory redemption date of such subordinated Indebtedness shall not be prior to the Maturity Date, and (D) 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; (kix) Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management, workers’ compensation claims, deferred compensation to employees, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations provided by any Restricted Subsidiary, in each case, in the ordinary course of business consistent with past practices; (x) Indebtedness consisting of guarantees of Indebtedness of any Obligor or Restricted Subsidiary so long the underlying Indebtedness is permitted to be incurred hereunder; (xi) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with dispositions permitted hereunder, Permitted Acquisitions, Permitted Debt Investments or other Permitted Investments; (xii) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (xiii) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingordinary course of business in respect of obligations of the Obligors to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (lxiv) other unsecured Indebtedness in an the aggregate unpaid principal amount of which shall not to at any time exceed $200,000,000, in the aggregate, at any one time outstanding25,000,000.

Indebtedness. The Borrower will not and will not permit any of its Subsidiaries to, contract, directly or indirectly to create, incur, assume assume, guaranty, or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanIndebtedness except: (aA) Guaranty the Obligations; (B) intercompany Indebtedness among Borrower and its Subsidiaries; provided that if Borrower is the obligor, the obligations of Borrower shall be subordinated in right of payment to the Obligations arising under this Credit Agreement from and after such time as any portion of the other Credit Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise); (C) Subordinated Indebtedness evidenced by the Subordinated Loan Documents; (bD) [Intentionally Omitted]Indebtedness secured by purchase money Liens, Indebtedness incurred with respect to capital leases and Indebtedness evidenced by the Additional Seller Notes, not to exceed $7,500,000 in the aggregate; (cE) Indebtedness in respect of current accounts payable and accrued expenses incurred in evidenced by the ordinary course of businessSeller Notes; (dF) Term Indebtedness owing evidenced by a Subsidiary the Senior Term Note plus additional term Indebtedness (the "Additional Senior Term Loan") not to exceed $5,000,000 provided (1) at the time of incurrence thereof, no Default or Event of Default shall exist and be continuing or shall arise from the incurrence thereof; and (2) the Additional Senior Term Loan is (a) provided by SBA; (b) on substantially the same terms and conditions as the "Conditional Senior Term Loan" (as defined in the Senior Term Loan Agreement); and (c) is subject to the terms and conditions of the Intercreditor Agreement. Borrower shall not be permitted to incur any revolving loan Indebtedness pursuant to the Borrower or another Subsidiary Senior Term Loan Documents; and (G) Subordinated Indebtedness incurred to refinance Subordinated Indebtedness held by SBA provided all of the Borrowerfollowing conditions are satisfied ("Refinanced Subordinated Indebtedness"): (i) The Subordinated Indebtedness is on terms and conditions reasonably acceptable to ▇▇▇▇▇▇; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (iii) the total of all Person providing such Subordinated 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 is reasonably acceptable to ▇▇▇▇▇▇; (iii) no such the Subordinated Indebtedness is subordinated to the Obligations, the Senior Term Loan and Additional Senior Term Loan on terms and conditions acceptable to ▇▇▇▇▇▇; (iv) ▇▇▇▇▇▇ and SBA shall be refinanced for a principal amount in excess have entered into amendments to the Intercreditor Agreement on terms and conditions acceptable to ▇▇▇▇▇▇ including, without limitation, amendments to or elimination of the principal balance outstanding thereon ▇▇▇▇▇▇ standstill provisions and amendments to payment blockage provisions; and (v) at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course no Default or Event of business Default shall exist and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of be continuing or arise as a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation result thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will Loan Parties shall not and shall not cause or permit any of its their Subsidiaries to, contract, directly or indirectly to create, incur, assume assume, or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, Indebtedness (other thanthan pursuant to a Contingent Obligation permitted under Section 6.4) except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsIndebtedness described on Schedule 6.1; (b) [Intentionally Omitted]the Obligations; (c) intercompany Indebtedness in respect arising from loans made by any Loan Party to any other Loan Party other than Holdings; provided, however, that upon the request of current accounts payable Agent at any time, such intercompany Indebtedness shall be evidenced by promissory notes having terms reasonably satisfactory to Agent, the sole originally executed counterparts of which shall be pledged and accrued expenses incurred in delivered to Agent, for the ordinary course benefit of businessAgent and Lenders, as security for the Obligations; (d) Indebtedness owing Indebtedness, not exceeding $250,000 in aggregate principal amount outstanding at any time, secured by a Subsidiary Liens described in and permitted by clause (l) of the Borrower to the Borrower or another Subsidiary definition of the Borrower“Permitted Encumbrances”; (e) 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 Indebtedness, not exceed an exceeding $1,750,000 in aggregate notional principal amount of $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) outstanding at any one time outstanding; time, secured by Liens described in and permitted by clause (iij) 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 definition of the principal balance outstanding thereon at the time of such refinancing“Permitted Encumbrances”; (f) refinancings of Indebtedness arising from Permitted Receivables Financings in an amount permitted under clauses (a) and (e) that do not to exceed $600,000,000accelerate the scheduled dates for payment thereof, in increase the aggregate (less principal amounts thereof, materially increase any Indebtedness incurred by interest rate or fees applicable thereto, add additional obligors therefor, or enhance the Borrower arising from Permitted Receivables Financings), at any one time outstandingcollateral therefor or the priority thereof; (g) Indebtedness evidenced by Hedging under (i) Interest Rate Agreements and Rate Management Agreements entered into to protect Borrower or Subsidiary thereof against fluctuations in interest rates in respect of Indebtedness otherwise permitted under this Agreement or (ii) other hedging agreements providing protection against fluctuations in currency values or commodity prices in connection with Borrower’s or any of its Subsidiaries’ operations, so long as the ordinary course purpose of business any such agreement is a bona fide hedging activity (and is not for speculative purposes); (h) Any guaranty of Indebtedness of under the BorrowerAcquisition Note; (i) Indebtedness incurred after consisting of the Closing Date obligation of any Loan Party to reimburse an insurer for any payment made by such insurer in connection with the acquisition respect of a Person worker’s compensation claim with respect to an employee of the Borrower or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;its Subsidiaries; and (j) Indebtedness existing on in respect of the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingContingent Payments.

Indebtedness. The Borrower will Company shall not, and shall not permit any of its Subsidiaries to, contractdirectly or indirectly, create, incur, assume or permit to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement Company may become and remain liable with respect to the other Credit DocumentsObligations; (bii) [Intentionally Omitted]Company and its Subsidiaries may become and remain liable with respect to Contingent Obligations permitted by subsection 7.4 and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished; (ciii) Company and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of current accounts payable and accrued expenses incurred Capital Leases in an aggregate amount, together with the ordinary course aggregate principal amount of businessany Indebtedness outstanding pursuant to subsection 7.1(vi), not to exceed $5,000,000 at any one time; (div) Company may become and remain liable with respect to Indebtedness owing by a to any wholly-owned Domestic Subsidiary, and any wholly-owned Domestic Subsidiary of the Borrower may become and remain liable with respect to the Borrower Indebtedness to Company or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment)any Domestic Subsidiary; provided that (ia) the total of a security interest in all such intercompany Indebtedness shall have been granted to Administrative Agent for the benefit of Lenders and (b) if such intercompany Indebtedness is evidenced by a promissory note or other instrument, such promissory note or instrument shall have been pledged to Administrative Agent pursuant to the Security Agreement; (v) Company and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness described in Schedule 7.1 annexed hereto and any extensions, renewals and refinancings of such Indebtedness; provided that the principal amount of such Indebtedness (including guaranteed Indebtedness) being extended, renewed or refinanced is not exceed increased; and (vi) Company and its Subsidiaries may become and remain liable with respect to other Indebtedness, including Indebtedness secured by Liens permitted by subsection 7.2A(ii), in an aggregate principal amount, together with the aggregate 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount pursuant to subsection 7.1(iii), not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate 5,000,000 at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness outstanding on the Closing Date and listed on Schedule 7.03; (c) Indebtedness Guarantees of the Borrower or any Guarantor in respect of current accounts payable and accrued expenses incurred in Indebtedness otherwise permitted hereunder of the ordinary course of businessBorrower or any Restricted Subsidiary; (d) Indebtedness owing by a Subsidiary obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or arising under any Swap Contract designed to the Borrower hedge against interest rates, foreign exchange rates or another Subsidiary of the Borrower; (e) 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 commodities pricing risks 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (he) Any guaranty Indebtedness in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (secured by Liens permitted pursuant to Section 7.01(i)) in an aggregate amount not to exceed $35,000,000 at any time outstanding; (f) Indebtedness of the BorrowerBorrower and the Guarantors, provided that (i) no principal of such Indebtedness is scheduled to mature earlier than 91 days after the Latest Maturity Date existing on the date of the incurrence of such Indebtedness and (ii) after giving effect to such Indebtedness and the application of any of the proceeds thereof, no Event of Default shall exist and the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such Indebtedness and the use of proceeds thereof); (g) Indebtedness of any Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary that is subordinated to the Obligations on terms satisfactory to the Administrative Agent; (h) Indebtedness of any Person acquired or assumed in an acquisition, existing at the time of such acquisition and not incurred in contemplation thereof; provided that (i) such Indebtedness shall not be secured except to the extent such Indebtedness is secured by Liens permitted by Section 7.01(j), (ii) other than as otherwise permitted hereunder no Person, other than the obligor or obligors thereon at the time of such acquisition, shall become liable for such Indebtedness, (iii) no Default or Event of Default shall exist at the time any acquisition agreement or similar agreement is executed and delivered in connection with such acquisition and (iv) after giving effect to such Indebtedness and acquisition, (A) no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist and (B) the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such Indebtedness and such acquisition); (i) Cash Management Obligations and other Indebtedness incurred after the Closing Date in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the acquisition ordinary course of a Person or Property as long as such Indebtedness existed prior to such acquisition business and was not created in anticipation thereofdischarged within two Business Days of its incurrence; (j) Indebtedness existing on representing deferred compensation to employees of the date hereof as set forth on Schedule 8.1Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (k) Indebtedness Customary indemnification obligations or customary obligations in respect of purchase price or other similar adjustments, in each case incurred after by the Closing Date Borrower or any Restricted Subsidiary in connection with the Disposition of any assets permitted hereby, or any Investment permitted hereby or any acquisition permitted hereby, but excluding Guarantees of Indebtedness; provided that (i) such obligations are not then due and payable and (ii) the maximum liability in respect of all such obligations incurred in connection with any Disposition shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by Foreign the Borrower and its Restricted Subsidiaries in an connection with such Disposition; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) Obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business; (n) Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03; provided that the aggregate principal or face amount of all such Indebtedness shall not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate 75,000,000 at any time outstanding; (o) any Permitted Refinancing of any Indebtedness otherwise permitted to be incurred under clause (b), (e), (f), (h), (p) or (q) and this clause (o) of this Section 7.03; (p) Indebtedness constituting Incremental Equivalent Notes; (q) Indebtedness constituting Refinancing Notes; and (lr) other unsecured Indebtedness all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingclauses (a) through (q) above.

Indebtedness. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanwhether directly or indirectly, except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness existing on the date hereof and set forth in Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Lender; (c) Indebtedness in respect of current accounts payable to trade creditors for goods and accrued expenses services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (d) unsecured Indebtedness consisting of Guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business; (de) unsecured Indebtedness owing by a Subsidiary of an Obligor, including in respect of Guarantees owed, to any other Obligor; provided that, in each case, such Indebtedness is subject to the terms of the Borrower to the Borrower or another Subsidiary of the BorrowerIntercompany Subordination Agreement; (ef) purchase money Indebtedness normal course of business equipment financing (including Capital Leases) to finance the Lease Obligations and purchase of fixed assets (including equipmentmoney debt); provided that (i) if any such financing is secured, the total collateral therefor shall consist solely of all the assets being financed pursuant to such financing, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness incurred pursuant to clause (f) shall not exceed an aggregate principal amount of $100,000,000 3,000,000 (less any purchase money Indebtedness incurred by or the BorrowerEquivalent Amount in other currencies) 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingaggregate; (g) unsecured Indebtedness evidenced by under Hedging Agreements entered into in the ordinary course of business and not for speculative purposespermitted by Section 9.05(f); (h) Any guaranty of Indebtedness under a revolving credit line secured solely by accounts receivable of the BorrowerBorrower and its Subsidiaries and proceeds thereof and no other property or assets; provided that the loan documents with respect to such Indebtedness shall be in form and substance reasonably satisfactory to the Lender (in its sole discretion) and such Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Lender (in its sole discretion); provided, further, that the aggregate outstanding principal amount of such Indebtedness in respect of such revolving credit line does not exceed $3,000,000 (or the Equivalent Amount in other currencies) at any time; (i) Indebtedness incurred after in order to finance the Closing Date payment of insurance premiums in connection with the acquisition ordinary course of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofbusiness; (j) unsecured Indebtedness existing on subordinated in right of payment and action to the date hereof as set forth on Schedule 8.1Obligations pursuant to documentation in form and substance satisfactory to the Lender (in its sole discretion); provided that the aggregate outstanding principal amount of such unsecured subordinated Indebtedness shall not exceed $2,000,000 (or the Equivalent Amount in other currencies) at any time; (k) other unsecured Indebtedness incurred after not exceeding, in the Closing Date by Foreign aggregate, at any time outstanding $300,000; (l) unsecured Indebtedness from the use of the Borrower’s or its Subsidiaries credit cards in an amount the ordinary course of business not to exceed exceeding, in the aggregate, at any time outstanding $400,000,000 500,000; and (or the Dollar equivalent thereofm) unsecured Indebtedness consisting of seller notes, earn-outs and similar obligations in connection with any Permitted Acquisition, not exceeding, in the aggregate at any time outstanding, $3,000,000; and provided that such Indebtedness shall not exceed 50% of the purchase price of any Permitted Acquisition; provided that, no Indebtedness otherwise permitted by clauses (lf), (j), (k) other unsecured Indebtedness in an amount not or (m) of this Section 9.01 shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or could reasonably be expected to exceed $200,000,000, in the aggregate, at any one time outstandingresult therefrom.

Indebtedness. The Borrower will not permit Neither the Company nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and Indebtedness evidenced by the other Credit DocumentsNotes; (bii) [Intentionally Omitted]the Bank Secured Obligations in an aggregate principal amount not to exceed the Permitted Senior Additional Indebtedness and Permitted Refinancing Indebtedness in respect thereof, subject to the terms of the Subordination Agreement set forth in clause (a) of the definition of Subordination Agreements; (ciii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (iv) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (v) Indebtedness constituting Contingent Obligations permitted by section 10.3(e); (vi) subject to the terms of section 10.3(q), Indebtedness arising from intercompany loans and accrued expenses advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Subsidiary; provided, that such Indebtedness shall subordinated to the Notes on subordination terms set forth in Exhibit 10.3; (vii) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(p) of the Bank Credit Agreement as in effect on the Closing Date or under any Permitted Refinancing Indebtedness to the extent permitted under the Subordination Agreement set forth in clause (a) of the definition thereof; (viii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Company or any of its Subsidiaries after the Closing Date to finance the acquisition of fixed assets, if (a) at the time of such incurrence, no Default or Event of Default has occurred and is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed $1,500,000 in the aggregate principal amount outstanding at any time, and (e) any Lien securing such Indebtedness is permitted under section 10.3(c) (such Indebtedness being referred to herein as "Permitted Purchase Money Indebtedness"); (ix) Indebtedness with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (dx) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 BorrowerCompany or any of its Subsidiaries (whether assumed by the Company or such Subsidiary or issued to the seller) at in any one time outstanding; (ii) Permitted Acquisition as part of the consideration therefor, provided that such Indebtedness when incurred shall not exceed is unsecured and is subordinated to the purchase price of Notes on terms reasonably acceptable to 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 refinancingRequired Holders; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (gxi) Indebtedness evidenced by Hedging Agreements entered into the Seller Notes and Permitted Refinancing Indebtedness in the ordinary course of business and not for speculative purposesconnection therewith; (hxii) Any guaranty guaranties by the Company of Indebtedness of the Borrowerpermitted to be incurred by any Subsidiary; (ixiii) Indebtedness incurred after the Closing Date arising in connection with the acquisition Company's or any of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on its Subsidiaries' credit card programs maintained with any of the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingBank Lenders; and (lxiv) other additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding $1,500,000.

Indebtedness. (a) The Borrower will not shall not, nor shall the Borrower permit any of its Subsidiaries Restricted Subsidiary to, contract, directly or indirectly: (i) create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness); or (ii) issue any shares of Disqualified Stock or permit any Restricted Subsidiary to exist issue any shares of Disqualified Stock or Preferred Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case, if (any Indebtedness, other than:Disqualified Stock or Preferred Stock incurred or issued pursuant to following clauses (A), (B) and (C), “Permitted Ratio Debt”): (aA) Guaranty with respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00; (B) with respect to Indebtedness secured by Liens on a basis that is junior in priority to the First Lien Obligations, the Secured Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00; or (C) with respect to unsecured Indebtedness, or any Disqualified Stock or Preferred Stock, the Total Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.00 to 1.00, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such Test Period; provided, further, that Permitted Ratio Debt in the form of Indebtedness, (x) shall not mature earlier than the Original Term Loan Maturity Date, (y) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans on the date of incurrence of such Permitted Ratio Debt and (z) if any such Indebtedness is secured on a pari passu basis with the First Lien Obligations arising under this Credit Agreement and Agreement, then the other Credit Documents;Borrower shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) to the extent then applicable to the Incremental Term Loans as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14. (b) [Intentionally Omitted]The provisions of Section 7.02(a) will not apply to: (1) Indebtedness under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments and Replacement Loans); (c2) Indebtedness of the Borrower or any Restricted Subsidiary under any reimbursement agreement in respect of current accounts payable and accrued expenses incurred in letters of credit issued for the ordinary course of business; (d) Indebtedness owing by a Subsidiary account of the Borrower to the Borrower or another any Restricted Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, 5,000,000 at any time outstanding; (3) the incurrence of Indebtedness by the Borrower and any Restricted Subsidiary in existence (or for which commitments are in existence) on the Closing Date (excluding Indebtedness described in the preceding clauses (1) and (2)); provided that any such item of Indebtedness with an aggregate outstanding principal amount on the Closing Date in excess of $5,000,000 shall be set forth on Schedule 7.02; (less 4) the incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued and outstanding under this clause (4), at such time not to exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $15,000,000 and (II) 10% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); (5) Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, at any one time outstanding; bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities (gother than in support of debt for borrowed money) Indebtedness evidenced by Hedging Agreements entered into incurred in the ordinary course of business and not for speculative purposesor consistent with industry practice, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice; (h6) Any guaranty the incurrence of Indebtedness arising from agreements of the Borrower; (i) Indebtedness Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred after the Closing Date or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or Property as long as any portion of such Indebtedness existed prior to business, assets or a Subsidiary for the purpose of financing such acquisition and was not created in anticipation thereofacquisition; (j7) the incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans to the extent permitted by applicable law and it does not result in adverse tax consequences; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Borrower or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7); (8) the incurrence of Indebtedness of a Restricted Subsidiary to the Borrower or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary) to the extent permitted by Section 7.05; provided that any such Indebtedness for borrowed money incurred by a Guarantor and owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor to the extent permitted by applicable law and it does not result in adverse tax consequences; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to the Borrower or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Borrower or a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Restricted Subsidiary); provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Borrower or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9); (10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto (other than in support of debt for borrowed money), in each case in the ordinary course of business or consistent with industry practice, including those incurred to secure health, safety and environmental obligations; (12) the incurrence of Indebtedness or issuance of Disqualified Stock of the Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) the greater of (I) $50,000,000 and (II) 30% of Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock; (13) the incurrence or issuance by the Borrower of Refinancing Indebtedness or the incurrence or issuance by a Restricted Subsidiary of Refinancing Indebtedness that serves to Refinance any Indebtedness permitted under Section 7.02(a) and clause (3) above, this clause (13) and clauses (14), (23) and (29)(b), or any successive Refinancing Indebtedness with respect to any of the foregoing; (14) the incurrence or issuance of: (a) Indebtedness or Disqualified Stock of the Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary, incurred or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by the Borrower or any Restricted Subsidiary in connection with such acquisition or investment (or other purchase of assets); and (b) Indebtedness, Disqualified Stock or Preferred Stock of (i) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement or (ii) an Unrestricted Subsidiary that is redesignated as a restricted Subsidiary (it being acknowledged that (x) Persons that are acquired by the Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement may remain liable with respect to Indebtedness existing on the date hereof of such acquisition and (y) an Unrestricted Subsidiary that is redesignated as set forth a Restricted Subsidiary may remain liable with respect to Indebtedness existing on Schedule 8.1the date of such redesignation); in the case of the preceding clauses (a) and (b), in an aggregate principal amount or liquidation preference, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), not to exceed (A) the greater of $45,000,000 and 30% of Consolidated EBITDA, plus (B) an unlimited amount of Indebtedness so long as in the case of this clause (B) only: (i) with respect to Indebtedness secured on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.00 to 1.00 or, after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the First Lien Net Leverage Ratio of the Borrower for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the First Lien Net Leverage Ratio immediately prior to giving pro forma effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock; (kii) with respect to Indebtedness secured by Liens on a basis that is junior in priority to the First Lien Obligations, either (x) the Secured Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 2.25 to 1.00 or (y) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or Secured Net Leverage Ratio of the Dollar equivalent thereof) in Borrower for the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in Test Period preceding the aggregate, at any one time outstanding.date on whi

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, or assume or permit to exist any Indebtedness, other thanIndebtedness except: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness incurred pursuant to the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness owed by a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary or by the Borrower to a Wholly-Owned Subsidiary of the Borrower, PROVIDED, THAT, in each such case such Indebtedness is evidenced by a promissory note which has been pledged to secure the Obligations and is in the possession of the Administrative Agent; (c) Other Indebtedness of the Borrower and the MLP ("REFINANCING INDEBTEDNESS") not to exceed $30,000,000 in respect aggregate principal amount outstanding at any time, which Refinancing Indebtedness shall be subordinated to the Obligations pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent and the Lenders in their sole discretion (a "SUBORDINATION AGREEMENT"), PROVIDED that such Refinancing Indebtedness shall bear a market rate of current accounts payable interest and accrued expenses incurred in shall not require any payment of principal earlier than six (6) months after the ordinary course of businessStated Maturity Date and the Net Cash Proceeds thereof shall be used to prepay the Loans and reduce the Commitments pursuant to SECTION 2.04(b); (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower obligations (contingent or another Subsidiary otherwise) of the Borrower;, the MLP or any Subsidiary existing or arising under any Swap Contract to the extent permitted by SECTION 7.03; and (e) Indebtedness in respect of purchase money Indebtedness (including Capital Leases) to finance obligations for fixed or capital assets within the purchase of fixed assets (including equipmentlimitations set forth in SECTION 7.01(i); provided PROVIDED, HOWEVER, that (i) the total aggregate amount 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 outstanding 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$5,000,000; (f) Other Indebtedness arising from Permitted Receivables Financings in an amount of the MLP, the Borrower and their respective Subsidiaries not to exceed $600,000,0005,000,000 in aggregate principal amount outstanding at any time. PROVIDED, in the aggregate (less that if any Indebtedness is incurred by the Borrower arising from Permitted Receivables Financings)pursuant to this SECTION 7.04, at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business both before and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness is created, incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000assumed, in the aggregate, at any one time outstandingno Default or Event of Default shall exist.

Indebtedness. The None of the Borrower will not permit or any of its the Subsidiaries to, contract, will create, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Indebtedness in respect of the Obligations and Indebtedness arising under this Credit Agreement and the other Credit DocumentsRoyalty Agreement; (b) [Intentionally Omitted]until the Closing Date, Indebtedness that is to be repaid in full as further identified in Schedule 8.2(b); (c) Indebtedness existing as of the Closing Date which is identified in Schedule 8.2(c), and Refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Closing Date (as such amount has been reduced following the Closing Date); (d) unsecured Indebtedness in respect of current accounts payable performance, surety or appeal bonds provided in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $[*]; (e) Purchase Money Indebtedness and accrued expenses Capitalized Lease Liabilities, and Refinancings thereof, in a principal amount not to exceed $[*] in the aggregate outstanding at any time, and, without duplication, Contingent Liabilities incurred in connection therewith; (f) Permitted Subordinated Indebtedness; (g) Indebtedness of any Subsidiary or the Borrower owing to the Borrower or any Subsidiary; (h) other Indebtedness of the Borrower and the Subsidiaries in an aggregate amount at any time outstanding not to exceed $[*]; [*] 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 PORTION. (i) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (dj) Indebtedness owing by a Subsidiary of the Borrower permitted to exist, and subject to the Borrower or another Subsidiary of the Borrower;limitations, with respect to Permitted Joint Ventures; and (e) 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 (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; (fk) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into respect of reimbursement obligations under letters of credit posted in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of to secure the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of ’s or a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount Subsidiary’s real property lease obligations, not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, [*] in the aggregate. provided that, at any one time outstandingno Indebtedness otherwise permitted by clauses (c), (e), (f), (g), (h) or (j) shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, contractdirectly or indirectly, create, incur, assume issue, assume, guarantee or permit otherwise become directly or indirectly liable, contingently or otherwise, with respect to exist (collectively, “incur”) any IndebtednessIndebtedness (including Acquired Debt), other than: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents;Borrower will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Borrower may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended Calculation Period immediately preceding the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00:1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness (including Acquired Debt) had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such Calculation Period. (b) [Intentionally Omitted]The provisions of Section 10.04(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) (A) the incurrence of Indebtedness and Letters of Credit hereunder and under the other Credit Documents (other than any Indebtedness and Letters of Credit arising from Commitments pursuant to and in accordance with Section 2.15) and (B) the incurrence by the Borrower and/or any Subsidiary Guarantor of Indebtedness and letters of credit under other Credit Facilities and Indebtedness and Letters of Credit arising from Commitments pursuant to and in accordance with Section 2.15 in an aggregate principal amount at any one time outstanding (as measured on each date of an incurrence pursuant to this clause (i)(B)) under this clause (i)(B) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Restricted Subsidiaries thereunder) not to exceed the Maximum Incremental Facilities Amount, less the aggregate amount of all repayments, optional or mandatory, of the principal of any term Indebtedness under a Credit Facility that have been made by the Borrower or any of its Restricted Subsidiaries since the Closing Date with the Net Sale Proceeds (other than Excluded Proceeds) and the Net Recovery Event Proceeds, and less, without duplication, the aggregate amount of all repayments or commitment reductions with respect to any revolving credit borrowings under a Credit Facility that have been made by the Borrower or any of its Restricted Subsidiaries since the Closing Date as a result of the application of the Net Sale Proceeds or the Net Recovery Event Proceeds, as applicable, in each case in accordance with Section 10.08; (cii) the incurrence by the Borrower and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Borrower and the Subsidiary Guarantors of Indebtedness represented by any Credit Agreement Refinancing Indebtedness, including without limitation pursuant to any Tranche B-1 Debt Offering; (iv) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used or useful in the business of the Borrower or any of its Restricted Subsidiaries or incurred within 270 days thereafter, in an aggregate principal amount at any time outstanding (as measured on the date of each incurrence of Indebtedness pursuant to this clause (iv), but at that time including for purposes of calculation any then outstanding Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (iv)), not to exceed 5.0% of Consolidated Total Assets; (v) the incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 10.04(a) or Sections 10.04(b)(ii), (iii), (iv), (v), (xv), (xvi), (xvii), (xviii), (xix) and (xxiii); (vi) the incurrence by the Borrower or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Borrower and any of its Restricted Subsidiaries; provided, however, that: (A) if the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of the Obligations; and (B) (x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower and (y) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the issuance by any of the Borrower’s Restricted Subsidiaries to the Borrower or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Borrower or a Restricted Subsidiary; and (B) any sale or other transfer of any such preferred stock to a Person that is not either the Borrower or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (vii); (viii) the incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging Obligations (including any upfront payments paid in connection therewith); (ix) the guarantee by (A) the Borrower or any of the Subsidiary Guarantors of Indebtedness of the Borrower or a Subsidiary Guarantor that was permitted to be incurred by another provision of this Section 10.04; (B) any of the Excluded Project Subsidiaries of Indebtedness of any other Excluded Project Subsidiary; and (C) any of the Excluded Foreign Subsidiaries of Indebtedness of any other Excluded Foreign Subsidiary; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Obligations, then the guarantee shall be subordinated to the same extent as the Indebtedness guaranteed; (x) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within seven (7) Business Days; (xi) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness in respect of current accounts payable (x) self-insurance obligations, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims and accrued expenses (y) warehouse receipts or similar instruments, performance and surety bonds provided by the Borrower or a Restricted Subsidiary in the ordinary course of business or in connection with judgments that do not result in an Event of Default and obligations in respect of performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries; in each case created or issued in a manner consistent with past practice; (xii) the incurrence of Non-Recourse Debt by any Excluded Project Subsidiary; (xiii) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Borrower or any Restricted Subsidiary of the Borrower providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of any Subsidiary; provided that the aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition; (xiv) the incurrence by the Borrower or any Restricted Subsidiary of one or more letter of credit facilities in an aggregate principal amount at any time outstanding not to exceed $200,000,000, for which the only collateral is cash and there is no other credit support; provided that on each date the Borrower or any such Restricted Subsidiary enters into any such letter of credit facility (except to the extent replacing one or more previously outstanding letter of credit facilities established pursuant to this clause (xiv)), the Revolving Loan Commitments shall be automatically and permanently reduced on a dollar-for-dollar basis by the amount of such letter of credit facility; (xv) Indebtedness, Disqualified Stock or preferred stock of Persons or assets that are acquired by the Borrower or any Restricted Subsidiary of the Borrower or merged into the Borrower or a Restricted Subsidiary of the Borrower in accordance with the terms of this Agreement; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of, or to finance, such acquisition or merger; provided, further, that after giving effect to such acquisition or merger, either: (A) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 10.04(a); or (B) the Fixed Charge Coverage Ratio would be no less than immediately prior to such acquisition or merger; (xvi) Environmental CapEx Debt; provided that prior to the incurrence of any Environmental CapEx Debt, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate designating such Indebtedness as Environmental CapEx Debt; (xvii) Indebtedness incurred to finance Necessary Capital Expenditures; provided that prior to the incurrence of any Indebtedness to finance Necessary Capital Expenditures, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate designating such Indebtedness as Necessary CapEx Debt; (xviii) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (A) the financing of insurance premiums and (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (dxix) the incurrence by the Borrower or any of its Restricted Subsidiaries of Contribution Indebtedness; (xx) the incurrence by the Borrower and/or any of its Restricted Subsidiaries of Indebtedness that constitutes a Permitted Tax Lease; (xxi) Indebtedness owing by a Subsidiary of Foreign Subsidiaries of the Borrower under lines of credit to any such Foreign Subsidiary from Persons other than the Borrower or another Subsidiary any of its Restricted Subsidiaries, the Borrower; (e) purchase money proceeds of which Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment)are used for such Foreign Subsidiary’s working capital purposes; provided that (i) the total aggregate principal amount of all such Indebtedness outstanding at any time for all such Foreign Subsidiaries 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing50,000,000; (fxxii) Indebtedness arising from Permitted Receivables Financings in an amount not (A) representing deferred compensation or similar obligations to exceed $600,000,000, in the aggregate (less any Indebtedness employees incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (hB) Any guaranty consisting of Indebtedness of the Borrower; (i) Indebtedness obligations under deferred compensation or other similar arrangements incurred after the Closing Date by such Person in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingPermitted Investment; and (lxxiii) other unsecured the incurrence by the Borrower and/or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding (as measured on the date of each incurrence of Indebtedness pursuant to this clause (xxiii), but at that time including for purposes of calculation any then outstanding Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xxiii)), not to exceed the greater of (A) $200,000,000200,000,000 and (B) 5.0% of Consolidated Total Assets. (c) The Borrower will not incur, and will not permit any Subsidiary Guarantor to incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Borrower or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Obligations on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Borrower solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. (d) For purposes of determining compliance with this Section 10.04, in the aggregateevent that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 10.04(b), or is entitled to be incurred pursuant to Section 10.04(a), the Borrower will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 10.04. Indebtedness under this Agreement outstanding on the Closing Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of Section 10.04(b). The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 10.04; provided, in each such case, that the amount thereof is included in Fixed Charges of the Borrower as accrued. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; 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-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. (f) The amount of any one time outstandingIndebtedness outstanding as of any date will be (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of (A) the Fair Market Value of such asset at the date of determination, and (B) the amount of the Indebtedness of the other Person; provided that any changes in any of the above shall not give rise to a default under this Section 10.04.

Indebtedness. The None of the Borrower will not permit or any of its the Subsidiaries to, contract, will create, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Indebtedness in respect of the Obligations and Indebtedness arising under this Credit Agreement and the other Credit DocumentsRoyalty Agreement; (b) [Intentionally Omitted]until the Closing Date, Indebtedness that is to be repaid in full as further identified in Schedule 8.2(b); (c) Indebtedness existing as of the Closing Date which is identified in Schedule 8.2(c), and Refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Closing Date (as such amount has been reduced following the Closing Date); (d) unsecured Indebtedness in respect of current accounts payable performance, surety or appeal bonds provided in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $500,000; (e) Purchase Money Indebtedness and accrued expenses Capitalized Lease Liabilities, and Refinancings thereof, in a principal amount not to exceed $8,000,000 in the aggregate outstanding at any time, and, without duplication, Contingent Liabilities incurred in connection therewith; (f) Permitted Subordinated Indebtedness; (g) Indebtedness of any Subsidiary or the Borrower owing to the Borrower or any Subsidiary; (h) other Indebtedness of the Borrower and the Subsidiaries in an aggregate amount at any time outstanding not to exceed $100,000; (i) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (dj) Indebtedness owing by a Subsidiary of the Borrower permitted to exist, and subject to the Borrower or another Subsidiary of the Borrower;limitations, with respect to Permitted Joint Ventures; and (e) 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 (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; (fk) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into respect of reimbursement obligations under letters of credit posted in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of to secure the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of ’s or a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount Subsidiary’s real property lease obligations, not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, 1,000,000 in the aggregate. provided that, at any one time outstandingno Indebtedness otherwise permitted by clauses (c), (e), (f), (g), (h) or (j) shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

Indebtedness. The Borrower will not permit any of its Subsidiaries toCreate, contract, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness outstanding on the Closing Date and, to the extent the principal amount of any such Indebtedness is in excess of $5,000,000, listed on Schedule 7.2 and any Permitted Refinancing Indebtedness in respect thereof; (c) Permitted Incremental Equivalent Debt and Permitted External Refinancing Debt and any Permitted Refinancing Indebtedness in respect thereof; provided that it shall be a condition precedent to the effectiveness of current accounts payable any Permitted Incremental Equivalent Debt that (i) after giving effect thereto, the Aggregate Incremental Amount does not exceed the Incremental Cap (provided that no such unsecured indebtedness may be incurred under the Ratio Incremental Amount), (ii) no Default or Event of Default shall have occurred and accrued expenses be continuing immediately prior to or immediately after giving effect to such Permitted Incremental Equivalent Debt, (iii) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis as of such fiscal quarter end and (iv) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Permitted Incremental Equivalent Debt, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, solely to the extent required by the lenders providing such Permitted Incremental Equivalent Debt; provided that with respect to any Permitted Incremental Equivalent Debt being incurred in to finance a Permitted Acquisition designated by the ordinary course Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clauses (ii) and (iv) may be determined as of businessthe date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; (d) Indebtedness owing by a Subsidiary obligations (contingent or otherwise) of the Borrower to the Parent Borrower or another any Restricted Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); existing or arising under any Swap Agreement, 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements obligations are entered into by such Person in the ordinary course of business and not for speculative purposespurposes of speculation or taking a “market view”; (e) intercompany Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the extent permitted by Section 7.7; provided that any such Indebtedness owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) (i) (A) Receivables Transaction Attributed Indebtedness and Factoring Indebtedness plus (B) Indebtedness (including Indebtedness under Capital Lease Obligations, Synthetic Lease Attributed Indebtedness and purchase money obligations but excluding Indebtedness arising under Capital Lease Obligations entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g)) incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case, for capital assets and refinancings, refundings, renewals or extensions thereof, provided that the aggregate principal amount of all such Indebtedness incurred under clauses (A) and (B) of this Section 7.2(f)(i) shall not at any time exceed the greater of (x) $700,000,000 and (y) 15.50% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; and (ii) Indebtedness arising under Capital Lease Obligations entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g) and any Permitted Refinancing Indebtedness in respect thereof; (g) Indebtedness under the Albuquerque IRB Financing in an aggregate principal amount not to exceed $100,000 and any Permitted Refinancing Indebtedness in respect thereof. (h) Any guaranty other unsecured Indebtedness; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, (ii) the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, (iii) the final maturity date of any such Indebtedness shall be no earlier than six months following the Maturity Date, except in the case of customary high-yield bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent Indebtedness that does not mature earlier than the Maturity Date and (iv) the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payment (other than periodic interest payments) prior to the date that is six months following the Maturity Date, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default; provided, further, that with respect to any such Indebtedness being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clause (i) and (ii) may be determined as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; provided, further, that any such Indebtedness of any Subsidiaries that are not Loan Parties shall not exceed, in the Borroweraggregate at the time of incurrence thereof, the greater of (x) $150,000,000 and (y) 3.25% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; (i) Support Obligations by the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness incurred after otherwise permitted hereunder, provided that Support Obligations by the Closing Date in connection Loan Parties with the acquisition respect to Indebtedness of a Person or Property as long as such Indebtedness existed prior to such acquisition and was Restricted Subsidiaries that are not created in anticipation thereofLoan Parties is an Investment permitted by Section 7.7; (j) (x) Indebtedness existing on in an aggregate principal amount of up to $7,500,000 consisting of letters of credit or bank guarantees not arising under the date hereof as set forth on Schedule 8.1Loan Documents issued to support the obligations of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business and (y) Indebtedness consisting of letters of credit under Bilateral L/C Facilities in an aggregate principal amount, together with any Indebtedness incurred under clause (j)(x), of up to $100,000,000; (k) Indebtedness incurred after consisting of banker’s acceptances, statutory obligations, surety or appeal bonds, performance bonds or similar arrangements in the Closing Date by ordinary course of business, consistent with past practices and not in connection with Indebtedness for borrowed money; (l) (i) Indebtedness of Restricted Subsidiaries that are not U.S. Loan Parties provided that the aggregate principal amount of such Indebtedness shall not exceed the greater of (x) $225,000,000 and (y) 5.00% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date outstanding at any time and (ii) Indebtedness of Foreign Subsidiaries incurred to satisfy the Danish Tax Assessment; (m) [reserved]; (n) Indebtedness outstanding under the 2029 Senior Notes in an aggregate principal amount not to exceed $400,000,000 (or 800,000,000 and under the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness 2031 Senior Notes in an aggregate principal amount not to exceed $200,000,000800,000,000 and, in each case, any Permitted Refinancing Indebtedness in respect thereof; (o) Indebtedness of any Person that becomes a Restricted Subsidiary on or after the aggregateClosing Date; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and (B) such Indebtedness is not made in anticipation or contemplation of such Person becoming a Restricted Subsidiary; (p) other Indebtedness in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $225,000,000 and (y) 5.00% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; (q) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business under guarantees of Indebtedness of suppliers, licensees, franchisees or customers in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (r) Indebtedness of the Parent Borrower or any Restricted Subsidiary arising from guarantees of Indebtedness of joint ventures in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $45,000,000 and (y) 5.00% of Consolidated EBITDA for the four full fiscal quarters, treated as one period, ending prior to the date of determination for which financial statements have been delivered under Section 6.1 on a pro forma basis; and (s) Indebtedness arising under Cash Management Agreements. For purposes of determining compliance with this Section 7.2, (A) Indebtedness need not be incurred solely by reference to one category described in this Section 7.2, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in this Section 7.2, the Parent Borrower, in its sole discretion, may divide or classify any such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.2 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided that all Indebtedness incurred hereunder will, at any one time outstandingall times, be treated as incurred under Section 7.2(a) and the Indebtedness outstanding under the Senior Notes will, at all times, be treated as incurred under Section 7.2(n).

Indebtedness. The Borrower Loan Parties will not, and will not permit any of its their Subsidiaries to, contractdirectly or indirectly, at any time create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness other than: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness existing on the Closing Date and set forth in Schedule 8.1(b), and any Refinancing Indebtedness in respect of such Indebtedness; (c) Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness) to finance all or any part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets in an aggregate principal amount not to exceed the greater of (i) $15,000,000 and (ii) an amount equal to 3.0% of Consolidated Tangible Assets at any time outstanding; provided that such Indebtedness is incurred within 90 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness; (d) Bank Product Obligations (other than arising under Hedging Agreements) and Indebtedness under Permitted Hedging Agreements; (e) Indebtedness comprised of Permitted Intercompany Advances; (f) Indebtedness in respect of current accounts payable performance bonds, bid bonds, appeal bonds, surety bonds and accrued expenses incurred completion guarantees and similar obligations, in each case, provided in the ordinary course of business; (dg) Guarantees of Indebtedness owing by a Subsidiary of the Borrower Loan Parties or their Subsidiaries permitted to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment)be incurred under this Agreement; provided that (i) if the total of all Indebtedness being guaranteed is subordinated to the Obligations, such Indebtedness guarantee shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by be subordinated to the Borrower) at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price guarantee of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount Obligations on terms at least as favorable to the Lenders as those contained in excess of the principal balance outstanding thereon at the time subordination of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposesIndebtedness; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Acquired Indebtedness in an amount not to exceed $200,000,00015,000,000 at any one time; (i) endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (j) Indebtedness incurred in the ordinary course of business in respect of (i) overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements, and in connection with securities and commodities arising in connection with the acquisition or disposition of Permitted Investments and not any obligation in connection with margin financing, (ii) up to $5,000,000 in the aggregate of any bankers’ acceptance, bank guarantees or letter of credit facilities, in each case, in the aggregate, at any one time outstanding.ordinary course of business,

Indebtedness. The Borrower Company will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under Indebtedness created pursuant to this Credit Agreement and the other Credit DocumentsNotes; (b) [Intentionally Omitted]Indebtedness of the Company owing to any Obligor and of any Subsidiary owing to any Obligor; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to Company or any Subsidiary incurred[ after the Borrower or another Subsidiary Date of the Borrower; (e) purchase money Indebtedness (including Capital Leases) Closing] to finance the purchase acquisition, construction or improvement of any fixed assets (or capital 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; Capitalized Lease Obligations 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date assumed in connection with the acquisition of any such assets or secured by a Person or Property as long as Lien on any such assets prior to the acquisition thereof; provided[,] that such Indebtedness existed is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and was replacements of any such Indebtedness that do not created increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided, further, [that](i) the aggregate principal amount of such Indebtedness, does not [exceed $60,000,000 at any time outstanding and that]at any time exceed three percent (3.0%) of the aggregate book value of the total assets of the Company and its Subsidiaries determined on a consolidated basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered, and (ii) the aggregate principal amount of such Indebtedness incurred by Foreign Subsidiaries under this clause (c), together with the principal amount of Indebtedness permitted to be incurred by Foreign Subsidiaries under clause (e) below, does not at any time exceed 20% of the aggregate book value of the total assets of the Company and its Subsidiaries measured on a consolidated basis in anticipation thereofaccordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving [pro forma ]effect to [such acquisition]any Acquisition financed with such Indebtedness on a Pro Forma Basis); (jd) Guarantees by the Company of Indebtedness existing on of any other Obligor and Guarantees by any Obligor of Indebtedness of the date hereof as set forth on Schedule 8.1Company or any other Obligor; (ke) unsecured Indebtedness incurred after the Closing Date by of Foreign Subsidiaries in an amount not (whether such Indebtedness represents loans made by the Company or any of its Subsidiaries or by a third party) so long as after giving effect to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured incurrence of such Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.on a [pro forma basis]

Indebtedness. The Borrower will not not, nor will it permit any of its Restricted Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsThe Obligations; (b) [Intentionally Omitted]Indebtedness existing on the date hereof and set forth in Schedule 7.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (c) Indebtedness of the Borrower to any Guarantor and of any Guarantor to the Borrower or any other Guarantor; provided, that (i) all such Indebtedness shall be unsecured and subordinated in respect right of current accounts payable payment to the payment in full of all of the Obligations as provided in Section 8.06 and accrued expenses (ii) all such Indebtedness is evidenced by promissory notes in form and substance reasonably satisfactory to the Administrative Agent, and such promissory notes are subject to a security interest in favor of the Administrative Agent for the benefit of the Secured Parties on terms and conditions reasonably satisfactory to the Administrative Agent prior and superior in right to any other Person (except Liens created pursuant to the Revolving Facility Documents); (d) Guarantees of the Obligations; (e) Indebtedness of the Borrower and the Restricted Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $5,000,000 at any time outstanding; (f) Indebtedness incurred or deposits made by the Borrower and any Restricted Subsidiary (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Credit Party is a party, (iii) to secure public or statutory obligations of such Credit Party, and (iv) of cash or U.S. Government Securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Credit Party is a party in connection with the operation of the Oil and Gas Interests, in each case in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging of any Borrower or any Restricted Subsidiary under Swap Agreements entered into in to the ordinary course of business and not for speculative purposesextent permitted under Section 7.05; (h) Any guaranty of Indebtedness of under the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries Revolving Facility in an aggregate principal amount not to exceed exceeding $400,000,000 (or the Dollar equivalent thereof) in the aggregate 750,000,000 at any time outstanding; and (li) other Other unsecured Indebtedness of the Credit Parties in an aggregate principal amount not to exceed exceeding $200,000,000, in the aggregate, 1,000,000 at any one time outstanding.

Indebtedness. The Borrower will shall not, and shall not permit any of its Restricted Subsidiaries to, contract, create, incurassume, assume incur or otherwise become or remain obligated in respect of, or permit to exist be outstanding, any Indebtedness, other thanIndebtedness except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsLoan Obligations; (bi) [Intentionally Omitted]; Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes and (cii) Indebtedness in respect of current accounts payable and accrued expenses incurred Cash Management Agreements entered into in the ordinary course of business; (c) unsecured Indebtedness; provided, that (i) the Borrower shall be in compliance with the Debt Incurrence Test; (ii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto; (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the Loan Obligations; (iv) such Indebtedness is not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of control or asset sale and acceleration rights after an event of default or reasonable and customary AHYDO catchup payments) or have a final maturity date, in each case prior to the date occurring 180 days following the Latest Maturity Date (in effect as of the date such Indebtedness is incurred) (provided that any Indebtedness that automatically converts to, or is exchangeable into, notes or other Indebtedness that meet this clause (iv) shall be deemed to satisfy this condition so long as the Borrower irrevocably agrees at the time of the issuance thereof to take all actions necessary to convert or exchange such Indebtedness); (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); (vi) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party and (vii) prior to the incurrence of such Indebtedness the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vi) above (and containing calculations, in form and substance satisfactory to the Administrative Agent with respect to clause (i) above) and that the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection and redemption premiums) are no more restrictive or onerous, taken as a whole, than the terms applicable to the Borrower and its Restricted Subsidiaries under this Agreement and the other Loan Documents; (d) Indebtedness owing by a Subsidiary of existing on the Borrower to the Borrower or another Subsidiary of the BorrowerRestatement Effective Date and set forth on Schedule 6; (e) purchase money Indebtedness (including Capital Leases) incurred in connection with Capitalized Lease Obligations, Permitted Purchase Money Indebtedness and mortgage financings in an aggregate amount not to finance exceed the purchase greater 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; 75,000,000 and (ii) such Indebtedness when incurred shall not exceed the purchase price two percent (2.0%) of the asset(s) financed; and Consolidated Total Assets (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon calculated at the time of such refinancingincurrence thereof); (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement except: the Secured Obligations; Permitted Existing Indebtedness and the other Credit Documents; (b) [Intentionally Omitted]; (c) Permitted Refinancing Indebtedness; Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); Indebtedness arising from intercompany loans and accrued expenses incurred in the ordinary course of business; advances (da) Indebtedness owing by a from any Subsidiary of the Borrower to the Borrower or another any other Loan Party, (b) from the Borrower to any wholly-owned Subsidiary of the Borrower; Borrower or (ec) from the Borrower to Mandara U.S. or Mandara Asia if such Indebtedness is evidenced by an intercompany note which has been pledged to the Administrative Agent for the benefit of the Holders of Secured Obligations; provided, that if the Borrower or any Subsidiary Guarantor is the obligor on any such Indebtedness described in this clause (v), such Indebtedness shall be expressly subordinate to the payment in full in cash of the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; secured or unsecured purchase money Indebtedness (including Capital including, without limitation, Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Closing Date to finance the purchase acquisition of fixed assets assets, if (including equipment); provided that (i1) 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 (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; incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (f2) such Indebtedness arising from Permitted Receivables Financings in an amount has a scheduled maturity and is not to due on demand, (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed $600,000,000, 3,000,000 in the aggregate principal amount outstanding at any time, and (less 5) any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to herein as "Permitted Purchase Money Indebtedness"); Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; Indebtedness incurred by the Borrower arising from or any of its Subsidiaries (whether assumed by the Borrower or such Subsidiary or issued to the seller) in any Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness Acquisition as part of the Borrower; consideration therefor, provided that (ia) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without limitation, in amount, amortization, maturity, interest rate, premiums, fees, covenants, subordination, events of default and remedies) and (b) such acquisition and Indebtedness was not created in anticipation thereof; (j) contemplation of such Permitted Acquisition; Indebtedness existing on in respect of Hedging Obligations permitted under Section 7.3(P); Indebtedness evidenced by the date hereof as Mandara Subordinated Notes and the Shiseido Note; Indebtedness in respect of profit sharing plans of the Borrower and its Subsidiaries; Indebtedness set forth on Schedule 8.1; (k7.3(A) Indebtedness hereto arising out of or incurred after in respect of the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingAcquisition Transactions; and (l) other and additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding $3,000,000.

Indebtedness. The Borrower will shall not permit any of its Subsidiaries to, contractdirectly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable the Letters of Credit and accrued expenses incurred other letters of credit issued in the ordinary course of business; (b) Non-Recourse Real Estate Indebtedness; provided, that at the time of incurrence of such Indebtedness and immediately after giving effect thereto, no Default exists or could result therefrom, (c) Intercompany Indebtedness; provided that the aggregate outstanding amount of Intercompany Indebtedness that is owing to an Affiliate or a Subsidiary that is not a Wholly-Owned Subsidiary, together with the aggregate outstanding amount of Indebtedness of Subsidiaries of the type set forth in clauses (h) (provided that only the portion of Existing Indebtedness then outstanding as of the date of determination shall be included) and (i) below shall not exceed $500,000,000 at any time; (d) Indebtedness owing by in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(e); (e) Indebtedness of any Person that becomes a Subsidiary of the Borrower to in an Acquisition, which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower or another (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); and provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money is Non-Recourse Indebtedness incurred by to the Borrower) 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) Indebtedness arising in respect of advances or borrowings from Permitted Receivables Financings in an amount not to exceed $600,000,000, the FHLBB made in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingordinary course of business; (g) Indebtedness evidenced by Hedging Agreements under Swap Contracts entered into in the ordinary course of business for bona fide hedging activities (and not for speculative purposes); (h) Any guaranty of Indebtedness of the Borrower;Existing Indebtedness; and (i) other Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and provided, (l1) other unsecured that at the time of incurrence of such Indebtedness and immediately after giving effect thereto, no Default exists or could result therefrom, and (2) the aggregate outstanding amount of Intercompany Indebtedness that is owing to an Affiliate or a Subsidiary that is not a Wholly-Owned Subsidiary, together with the aggregate outstanding amount of Indebtedness of Subsidiaries of the type set forth in an amount clause (h) above (provided that only the portion of Existing Indebtedness then outstanding as of the date of determination shall be included) and this clause (i) shall not to exceed $200,000,000, in the aggregate, 500,000,000 at any one time outstandingtime.

Indebtedness. The Borrower will not Without the consent of Holder, the Company shall not, nor shall it permit any of its Wholly-Owned Subsidiaries to, contract, create, incur, assume issue, assume, guarantee or permit otherwise become liable with respect to exist (collectively, "incur") any Indebtedness, other than:Indebtedness (including Acquired Debt) that is pari passu in right of payment with this Note. The foregoing limitation on the incurrence of Indebtedness will not apply to any of the following incurrences of Indebtedness (without duplication): (a) Guaranty Obligations arising under Indebtedness evidenced by this Credit Agreement and the other Credit DocumentsNote; (b) [Intentionally Omitted]Up to $80 million aggregate principal amount of Indebtedness (other than this Note) that is by its terms pari passu in right of payment with this Note (but such pari passu right of payment shall not apply to the security interests securing this Note); (c) Indebtedness in respect that is by its terms subordinated to this Note; (d) Existing Indebtedness (other than this Note but including the restructure notes issued contemporaneously herewith); (e) Acquired Debt of current accounts payable a Person incurred prior to the date upon which such Person was acquired by the Company and accrued expenses its Wholly-Owned Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower its business in connection with, or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipmentin contemplation of, such entity being so acquired); 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 (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) the incurrence of Purchase Money Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business Company and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign its Wholly-Owned Subsidiaries in an amount not to exceed $400,000,000 the cost of construction, acquisition or improvement of assets used in any business of the Company and its Subsidiaries; (g) Swaps of the Company and its Wholly-Owned Subsidiaries covering Indebtedness of the Company and its Wholly-Owned Subsidiaries to the extent the notional principal amount of such Swap does not exceed the principal amount of the Indebtedness to which such Swap relates; (h) Indebtedness of the Company and its Wholly-Owned Subsidiaries incurred in the ordinary course of business in respect of performance bonds or letters of credit of the Company and its Wholly-Owned Subsidiaries or surety bonds provided by the Company and its Wholly-Owned Subsidiaries; (i) the incurrence by the Company and its Wholly-Owned Subsidiaries of Indebtedness issued in exchange for, or the Dollar equivalent thereofproceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part Indebtedness permitted to be incurred under clauses (a), (b), (d), (e), (f) or (g) above ("Refinancing Indebtedness"); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the aggregate at terms, provisions and conditions of such Refinancing Indebtedness, taken as a whole, shall not be Materially more burdensome to the Company than the terms, provisions and conditions of the Indebtedness so extended, refinanced, renewed, replaced, substituted or refunded or would otherwise adversely affect the ability of the Company to pay or perform its obligations hereunder or otherwise materially adversely affect the rights of the Holder under any time outstandingof the Operative Agreements; andand (C) the Refinancing Indebtedness shall have a final maturity later than, and a Weighted Average Life to Maturity equal to or greater than, the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "Permitted Refinancing"); or (lj) other unsecured Indebtedness in an amount not to exceed $200,000,000under Capital Lease Obligations of the Company and its Wholly-Owned Subsidiaries. For purposes of determining compliance with this Section 9, in the aggregateevent that an item of Indebtedness meets the criteria of more than one of the categories described in clauses (a) through (j) above or is permitted to be incurred pursuant to the first sentence of this Section 9 and also meets the criteria of one or more of the categories described in clauses (a) through (j) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 9 and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at any one the time outstandingof such reclassification. Accrual of interest and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.

Indebtedness. The Neither the Borrower will not permit nor any of its Restricted Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any IndebtednessIndebtedness or Off Balance Sheet Liabilities, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (bii) [Intentionally Omitted]the Transaction Costs; (ciii) the Indebtedness evidenced by the Senior Subordinated Notes; (iv) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (v) other Subordinated Indebtedness the terms (including, without limitation, with respect to amount, maturity, amortization, interest rate, premiums, fees, covenants, subordination terms, events of default and remedies) of which are acceptable to the Required Lenders when issued and Permitted Refinancing Indebtedness in respect thereof; provided, however, the aggregate outstanding principal amount of such Subordinated Indebtedness together with the aggregate outstanding principal amount of Indebtedness permitted under clauses (xv) and (xvi) below shall not at any time exceed the then applicable Aggregate Indebtedness Basket; (vi) Indebtedness in respect of current accounts payable taxes, assessments, governmental charges and accrued expenses claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 6.2(D); (vii) Indebtedness constituting Contingent Obligations permitted by Section 6.3(E); (viii) Indebtedness arising from intercompany loans (a) from any Non-Restricted Subsidiary to the Borrower or to any Restricted Subsidiary, (b) from any Restricted Subsidiary to another Restricted Subsidiary, and (c) from the Borrower to any Restricted Subsidiary provided the aggregate amount of such Indebtedness under this clause (c) would constitute an Investment permitted under the terms of Section 6.3(D); (ix) Indebtedness in respect of Hedging Agreements permitted under Section 6.3(R); (x) secured or unsecured purchase money Indebtedness (including Capitalized Leases) or Indebtedness or Off Balance Sheet Liabilities in connection with sale and leaseback transactions, synthetic lease transactions, capital expenditures or similar financing transactions incurred by the Borrower or any of its Restricted Subsidiaries after the Closing Date to finance the acquisition of fixed assets, if (1) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) all such Indebtedness of the Borrower and its Restricted Subsidiaries does not exceed $7,500,000 in the aggregate outstanding at any time, and (4) any Lien securing such Indebtedness is permitted under Section 6.3(C) (such Indebtedness being referred to herein as "Permitted Purchase Money Indebtedness"); (xi) Indebtedness with respect to performance, surety, statutory, appeal or similar bonds obtained by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (dxii) Indebtedness owing incurred for ordinary administrative expenses, franchise taxes, accounting expenses, legal expenses, employee expenses, lease and office expenses, consultant expenses, investment banker expenses incurred by a Subsidiary Holdings on behalf of the Borrower to or any Restricted Subsidiary provided the Borrower or another Subsidiary allocation and payment of which complies with the Borrowerterms of Section 6.2(M) above and Section 6.3(F) below; (exiii) purchase money unsecured Indebtedness with respect to management fees, consulting fees or investment banking fees (including Capital Leases) or other fees of a similar nature), to finance the purchase of fixed assets (including equipmentextent that payment thereof would not be prohibited by Section 6.3(F); 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 (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; (fxiv) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in connection with the aggregate Deferred Limited Interest Guaranty; (less any xv) Indebtedness incurred by the Borrower arising from or any Restricted Subsidiary to the Seller in any Permitted Receivables Financings)Acquisition as part of the consideration therefor, provided that the aggregate outstanding principal amount of such Indebtedness (including any Contingent Obligations incurred in connection therewith) together with the aggregate outstanding principal amount of Indebtedness permitted under clause (v) above and clause (xvi) below shall not at any one time outstandingexceed the then applicable Aggregate Indebtedness Basket; (gxvi) provided no Default has occurred and is continuing at the time of the incurrence thereof, any other Indebtedness which when aggregated with the outstanding principal amount of Indebtedness permitted under clauses (v) and (xv) above does not exceed the then applicable Aggregate Indebtedness Basket in the aggregate at any time; (xvii) Indebtedness evidenced incurred by Hedging Agreements entered into any Non-Restricted Subsidiary so long as (a) such Indebtedness is nonrecourse to the Borrower and its Restricted Subsidiaries and the Borrower and its Restricted Subsidiaries have no direct or Contingent Obligations with respect to such Indebtedness and (b) the direct or indirect Indebtedness or Contingent Obligation of the Borrower and its Restricted Subsidiaries in respect thereof is permitted pursuant to clause (xvi) above; (xviii) 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, which will not be, and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business and not for speculative purposes;business; and (h) Any guaranty of Indebtedness of the Borrower; (ixix) Indebtedness incurred after the Closing Date in connection with agreements providing for indemnification and purchase price adjustments in connection with the acquisition sale or disposition of a Person any of the Borrower's or Property as long as any Restricted Subsidiary's business, properties or assets permitted under the terms of Section 6.3(B); provided, however, neither the Borrower nor any of its Subsidiaries shall create, incur, assume or otherwise become or remain directly or indirectly liable with respect to such Indebtedness existed prior to if all such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on plus the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after unfunded portion of the Closing Date by Foreign Subsidiaries in an amount not Aggregate Revolving Loan Commitment, if funded, would cause the Borrower to exceed $400,000,000 the limitation on Indebtedness contained in Section 4.07 of the Indenture (as amended, waived or the Dollar equivalent thereofmodified from time to time) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.or which would render

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractIncur, create, incur, assume or permit suffer to exist or otherwise become liable in respect of any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness incurred prior to the other Credit Documentsdate hereof as described on Schedule II attached hereto; (b) [Intentionally Omitted]Indebtedness to the Lenders under this Agreement, the Notes or any other Loan Document; (c) Indebtedness in respect of current accounts payable and accrued expenses for trade payables incurred in the ordinary course of business; provided such payables shall be paid or discharged when due; (d) Indebtedness owing by a Subsidiary consisting of the Borrower guaranties permitted pursuant to the Borrower or another Subsidiary of the BorrowerSection 7.03 hereof; (e) Indebtedness secured by purchase money liens as permitted under Section 7.02(i) hereof and Indebtedness (including arising under Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) the total aggregate amount 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 $10,000,000 in any fiscal year or $15,000,000 at any time outstanding; and, further, provided no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to 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 incurrence of such refinancingIndebtedness; (f) Indebtedness arising from Permitted Receivables Financings in an amount not with respect to exceed $600,000,000, in the aggregate (less any Indebtedness incurred Hedging Agreements entered into by the Borrower arising from Permitted Receivables Financings)Company, at any one time outstanding; (g) Indebtedness evidenced by provided that such Hedging Agreements shall be entered into in the ordinary course of its business and not for speculative purposes; (g) Indebtedness for taxes, assessments or other governmental charges or levies not yet delinquent or which are being contested in good faith by appropriate proceedings; provided, however, that adequate reserves with respect thereto are maintained on the books of the Company or any Subsidiary of the Company in accordance with Generally Accepted Accounting Principles; (h) Any guaranty Indebtedness 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 terms and conditions of Indebtedness of the Borrowerthis Agreement; (i) Indebtedness incurred of any Person that becomes a Subsidiary on or after the Closing Date date hereof (including, 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 the any individual acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (jy) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 30,000,000 in the aggregate at any time outstanding; andand 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 unsecured 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 the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to exceed $200,000,000be 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; (o) Indebtedness incurred in the ordinary course of business solely to support any Company or any Guarantor’s insurance or self-insurance obligations (including to secure workmen’s compensation and other similar insurance coverage; or (p) Additional Indebtedness of the Company and the Guarantors in an aggregate amount at any one time outstandingoutstanding 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 be unsecured.

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsSecured Obligations; (bii) [Intentionally Omitted]Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (ciii) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) subject to the terms of Section 7.3(Q), Indebtedness arising from intercompany loans and accrued expenses advances (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that such Indebtedness shall be expressly subordinate to the payment in full in cash of the Secured Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(P); (vii) 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 fixed assets, if (a) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed $1,000,000 in the aggregate principal amount outstanding at any time, and (e) any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (viii) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (dix) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from or any of its Subsidiaries (whether assumed by the Borrower or such Subsidiary or issued to the seller) in any Permitted Receivables FinancingsAcquisition as part of the consideration therefor, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without limitation those with respect to amount, maturity (which shall not be prior to six (6) months after the Commitment Termination Date), at any one time outstandingamortization, interest rate, premiums, fees, covenants, subordination, events of default and remedies); (gx) Indebtedness evidenced by Hedging Agreements entered into the Subordinated Notes and Permitted Refinancing Indebtedness in the ordinary course of business and not for speculative purposesrespect thereof; (hxi) Any guaranty guaranties by the Borrower of Indebtedness of the Borrowerpermitted to be incurred by any Subsidiary; (ixii) Indebtedness incurred after the Closing Date arising in connection with the acquisition Borrower's or any of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on its Subsidiaries' credit card programs maintained with any of the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingLenders; and (lxiii) other additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding $1,000,000.

Indebtedness. The Borrower will It shall not and shall not permit any of its Subsidiaries to, contract, directly or indirectly create, incur, assume or permit suffer to exist any Indebtedness, other than:except for the following (such Indebtedness described below being referred to herein as “Permitted Indebtedness”): (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit DocumentsLoan Documents or any Hedging Agreement; (b) [Intentionally Omitted]Indebtedness outstanding prior to the 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 8.03, any Permitted Indebtedness Refinancing in respect of such facility; (c) Indebtedness guarantees of any Credit Party in respect of current accounts payable Indebtedness of the Credit Parties otherwise permitted hereunder; (d) intercompany Indebtedness permitted under Section 8.02(d); (e) (i) Indebtedness of the Company and its Subsidiaries in respect of performance, surety or appeal bonds provided in the ordinary course of business or (ii) unsecured Indebtedness of the Company and its Subsidiaries in respect of performance or completion guarantees provided in the ordinary course of business, but 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 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 time; (f) Indebtedness of the Company and its Subsidiaries in respect of trade payables and accrued expenses incurred arising in the ordinary course of business; (dg) Indebtedness owing arising from the honoring by a Subsidiary 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 to the Borrower or another Subsidiary of the Borrower; (e) and its Subsidiaries evidenced by Capitalized Lease Obligations and 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 Indebtedness, in an aggregate principal amount of not to exceed $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) 2,000,000 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; (fj) Indebtedness arising from Permitted Receivables Financings of ▇▇▇▇▇▇ Europe under (i) a revolving credit facility in an amount not to exceed $600,000,000, €1,000,000 and (ii) a letter of credit facility in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and an amount not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1exceed €5,000,000; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries of ▇▇▇▇▇▇ Shanghai in an aggregate amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding2,000,000; and (l) other unsecured 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 $200,000,000, in the aggregate, 1,000,000 at any one time outstanding.

Indebtedness. The None of the Borrower will not permit or any of its the Subsidiaries to, contract, will create, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness in respect of the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness incurred in connection with Permitted Acquisitions or other Investment permitted by Section 8.5 (including existing Indebtedness of a Person acquired in connection with a Permitted Acquisition or any such permitted Investment, provided such Indebtedness was not incurred in anticipation of such acquisition); provided, however, that the aggregate amount of all such Indebtedness, at any one time outstanding, shall not exceed $75,000,000; provided, further, that the obligors in respect of any such Indebtedness assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.5 shall be solely the entities acquired in such Permitted Acquisition or such permitted Investment; provided, further, that any such Indebtedness incurred (rather than assumed) in connection with Permitted Acquisitions or other Investment permitted by Section 8.5 shall be solely Indebtedness of the Loan Parties (including any entities that will become Loan Parties in connection with such Permitted Acquisition or such permitted Investment) and shall be unsecured and subordinated to the Obligations in a manner satisfactory to Administrative Agent and the Required Lenders; (c) Indebtedness existing as of the Closing Date which is identified in respect of current accounts payable Schedule 8.2(c) and accrued expenses incurred in the ordinary course of businessPermitted Refinancings thereof; (d) Indebtedness owing incurred by a Subsidiary of the Borrower to the Borrower or another Subsidiary any of the Borrower; (e) 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 (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) Indebtedness its Subsidiaries arising from Permitted Receivables Financings in an amount not agreements providing for indemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to exceed $600,000,000such agreements and Indebtedness which may be deemed to exist pursuant to any guaranties, in the aggregate (less any Indebtedness performance, surety, statutory, appeal or similar obligations incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty Indebtedness constituting guaranties in the ordinary course of Indebtedness business of the Borrowerobligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will shall not, and shall not permit any of its Subsidiaries to, contractdirectly or indirectly, create, incur, assume assume, guarantee or permit otherwise become or remain liable for or suffer to exist any Indebtedness, other thanIndebtedness except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsIndebtedness to Lender; (b) [Intentionally Omitted]Indebtedness expressly denoted as permitted indebtedness in the Information Certificate and extensions, renewal and replacements of such indebtedness that do not increase the principal amount thereof or the aggregate amount of outstanding obligations thereunder or the collateral (if any) securing such obligations, and pursuant to terms and conditions that are not less favorable to Lender than the Indebtedness being extended, renewed or replaced (collectively, “Permitted Indebtedness”); (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Borrower or any Subsidiary of Borrower incurred after the Borrower Closing Date consisting of capital lease obligations or Indebtedness incurred to the Borrower provide all or another Subsidiary a portion of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase price of fixed assets (including equipment)an asset; provided 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 such asset, (iiiii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, or on terms and conditions less favorable to Lender than the Indebtedness being refinanced; and (iii) the aggregate amount of all such Indebtedness outstanding at any time shall not exceed $250,000; (fd) Indebtedness arising from Permitted Receivables Financings consisting of loans and advances (i) between NimbleGen and NimbleGen Iceland, or (ii) of NimbleGen or NimbleGen Iceland owed to any other Subsidiary of NimbleGen; provided, that, in each case, such Indebtedness shall be evidenced by a promissory note in form and substance reasonably acceptable to Lender, which promissory note shall be pledged and delivered, together with all necessary endorsements and transfer documents executed in blank, to Lender as additional collateral for the Obligations and shall be unsecured and subordinate in all respects to the payment in full of the Obligations pursuant to the terms of such promissory note or an intercompany subordination agreement in form and substance reasonably acceptable to Lender (the “Intercompany Notes (Unsecured)”). (e) Indebtedness consisting of loans and advances of NimbleGen Germany owed to NimbleGen or NimbleGen Iceland, in an aggregate amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate 500,000 at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000provided, that, in each case, such Indebtedness shall be evidenced by a promissory note in form and substance reasonably acceptable to Lender, which promissory note shall be pledged and delivered, together with all necessary endorsements and transfer documents executed in blank, to Lender as additional collateral for the aggregateObligations and shall be secured (to the greatest extent reasonably possible under applicable law) by Liens on substantially all of the assets of NimbleGen Germany (the “Intercompany Notes (Secured)” and together with the Intercompany Notes (Unsecured), collectively, the “Intercompany Notes”). Borrower will not make prepayments on any existing or future Indebtedness to any Person (other than Lender, to the extent permitted by this Agreement or any subsequent agreement between Borrower and Lender). Borrower will not make any payments (whether in cash, in kind or otherwise) in respect of any Permitted Indebtedness at a time such payments are otherwise prohibited under the terms of any one time outstandingintercreditor agreement or subordination agreement or promissory note containing subordination terms.

Indebtedness. The Borrower will not permit Incur any Indebtedness (including Acquired Indebtedness); provided, however, that any Obligor may Incur Indebtedness if the Indebtedness is any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanthe following types: (a) Guaranty (i) Guarantee Obligations of any Obligor of Indebtedness of any Obligor so long as the Incurrence of such Indebtedness is permitted under the terms hereof or (ii) without limiting the covenants set forth in Section 7.01, Indebtedness arising under this Credit Agreement by reason of any Lien granted by or applicable to such Person securing Indebtedness of any Obligor so long as the Incurrence of such Indebtedness and the other Credit Documentsgranting of such Liens are permitted under the terms of this Agreement; (b) [Intentionally Omitted]Indebtedness of any Obligor owing to and held by any other Obligor; provided, however, that (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than an Obligor; and (ii) any sale or other transfer of any such Indebtedness to a Person other than an Obligor, in each case shall be deemed to constitute an Incurrence of such Indebtedness by such Obligor; (c) Indebtedness represented by the (i) Senior Notes, the DBS Revolver, or the Packing Credit Facility, including any Guarantee Obligations in respect thereof, and (ii) Refinancing Indebtedness in respect of current accounts payable the Indebtedness described in the preceding clause (i); (d) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk (as determined in good faith by the Board of Directors or Senior Management of the Borrower); (e) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, and accrued expenses incurred in each case any Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, does not exceed the greater of (i) $75,000,000 and (ii) 3.75% of Total Assets at the time of Incurrence; (f) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by any Obligor or relating to liabilities, obligations or guarantees Incurred in the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, (▇▇) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, (iii) the financing of insurance premiums in the ordinary course of business and (iv) any customary Cash Management Services, cash pooling or netting or setting off arrangements in the ordinary course of business; (dg) Indebtedness owing by arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantee Obligations in respect of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the Borrower to the Borrower purpose of financing such acquisition or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipmentdisposition); provided that (i) the total maximum liability of the Obligor Group in respect of all such Indebtedness shall not at no time exceed an aggregate principal amount the gross proceeds, including the fair market value of $100,000,000 non-cash proceeds (less measured at the time received and without giving effect to any purchase money Indebtedness incurred subsequent changes in value), actually received by the BorrowerObligor Group in connection with such disposition; (i) at any one time outstandingIndebtedness 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 (5) Business Days of Incurrence; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; Customer deposits 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iii) Indebtedness owed on a short-term basis of no longer than 30 days to banks and not for speculative purposes; (h) Any guaranty other financial institutions Incurred in the ordinary course of Indebtedness business of any Obligor with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the BorrowerObligor Group; and (iv) Indebtedness Incurred by an Obligor in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case Incurred or undertaken in the ordinary course of business on arm’s length commercial terms on a recourse basis; (i) Unsecured Indebtedness incurred after the Closing Date in connection an aggregate outstanding principal amount which, together with the acquisition any Refinancing Indebtedness in respect thereof, is not in excess of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof$150,000,000; (j) Indebtedness existing on consisting of promissory notes issued by an Obligor to any current or former employee, director or consultant of any Obligor or any of its Parents (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the date hereof as set forth on Schedule 8.1;purchase or redemption of Capital Stock of iGate Corporation or any of its Parents permitted by Section 7.06; and (k) Indebtedness incurred of any Obligor consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business. (l) Acquired Indebtedness if on the date of the Incurrence thereof and after giving pro forma effect thereto, in the Closing Date by Foreign Subsidiaries case of Acquired Indebtedness which is not Secured Indebtedness, the Fixed Charge Coverage Ratio for the Obligor Group is less than 2.50 to 1.00, and in an the case of Acquired Indebtedness which is Secured Indebtedness, the Consolidated Priority Debt Leverage Ratio for the Obligor Group is less than 1.50 to 1.00. For purposes of determining compliance with, and the outstanding principal amount not of any particular Indebtedness Incurred pursuant to exceed $400,000,000 and in compliance with, this Section: (or the Dollar equivalent thereof1) in the aggregate event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section, the Borrower, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in the foregoing clauses (a) through (n) or the first paragraph of this Section; (2) all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness described in the first and second paragraphs of this covenant so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification; (3) Guarantee Obligations or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) the principal amount of any time outstandingDisqualified Stock of an Obligor, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (5) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (l6) other unsecured the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of the covenant described under this Section. The amount not to exceed $200,000,000of any Indebtedness outstanding as of any date shall be (x) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (y) the principal amount, or liquidation preference thereof, in the aggregate, case of any other Indebtedness. If at any one time outstandingan Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Borrower as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section, the Borrower shall be in breach of the covenant contained in this Section 7.03). Notwithstanding any other provision in this Section 7.03, the maximum amount of Indebtedness that an Obligor may Incur pursuant to this Section shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The Borrower will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Loans or such Guarantor’s Guarantee Obligations to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Borrower or such Guarantor, as the case may be, provided that for purposes of this Agreement, unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured.

Indebtedness. The Borrower will not permit any (a) Within the time periods required by the terms of its each Convertible Notes Indenture, the Company shall, and shall cause the Company Subsidiaries to, contracttake all actions required by, createor reasonably requested by Parent pursuant to, incurthe applicable Convertible Notes Indenture and applicable Law to be performed by the Company or any Company Subsidiary at or prior to the Effective Time as a result of the execution and delivery of this Agreement or the consummation of the Transactions, assume including the giving of any notices that may be required or permit reasonably requested by Parent and delivery to exist the trustees, holders or other applicable Persons, as applicable, of any Indebtednessdocuments or instruments required or reasonably requested by Parent to be delivered at or prior to the Effective Time to such trustees, holders or other than: applicable Persons, in each case in connection with the execution and delivery of this Agreement, the Transactions or as otherwise required by, or reasonably requested by Parent pursuant to, the Convertible Notes Indentures; provided that the Company (aor the applicable Company Subsidiary) Guaranty Obligations arising shall deliver a copy of any such notice or other document to Parent at least three (3) Business Days prior to delivering or entering into such notice or other document in accordance with the terms of the applicable Convertible Notes Indenture. Without limiting the generality of the foregoing, prior to the Effective Time, the Company agrees to cooperate with Parent, at Parent’s written request, by (i) executing and delivering (or causing to be executed and delivered, as applicable) prior to or at the Effective Time one or more supplemental indentures, officer’s certificates and opinions of counsel (to the extent required by the trustee pursuant to the Convertible Notes Indentures), in each case in form and substance reasonably acceptable to Parent, pursuant to the applicable Convertible Notes Indenture and (ii) using its reasonable best efforts to cause each of the trustees under this Credit Agreement and the other Credit Documents;Convertible Notes Indentures to execute at or prior to the Effective Time any such supplemental indentures. If the Effective Time does not occur prior to December 1, 2021, the Company shall make any Additional Interest payment required by the 2025 Notes Indenture to holders under the 2025 Notes Indenture on the December 1, 2021 interest payment date. (b) [Intentionally Omitted]; Prior to the Effective Time, the Company shall (ci) Indebtedness take all actions reasonably requested by Parent in connection with making elections under, amending, negotiating adjustments, obtaining waivers or unwinding or otherwise settling the Capped Call Confirmations, (ii) promptly advise Parent of any notices or other communications with the counterparties to the Convertible Note Hedge Obligations in respect of current accounts payable and accrued expenses incurred any settlement or termination thereof or adjustment thereto (including any adjustments arising out of an Announcement Event (as defined in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipmentCapped Call Confirmations); 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 (iii) no such Indebtedness cooperate with Parent with respect to its efforts to settle, terminate or amend the Convertible Note Hedge Obligations and the negotiation of any termination or settlement payment or valuation related thereto or the negotiation of any amendment thereto, as applicable; provided that the Company shall be refinanced for a principal amount in excess not (x) exercise any right that it may have to terminate, or cause the early settlement, exercise or cancellation of, the Convertible Note Hedge Obligations (other than any exercise or termination contemplated pursuant to Section 9(i)(i) of the principal balance outstanding thereon at applicable Capped Call Confirmations upon any conversion of the time of applicable Convertible Notes prior to the Effective Time (a “Specified Exercise”)) (it being agreed that the Company shall notify Parent in writing as promptly as practicable prior to any such refinancing; exercise or termination); or (fy) Indebtedness arising from Permitted Receivables Financings in an agree to amend, modify or supplement the terms relating to, or agree to any amount not to exceed $600,000,000due upon, the termination or settlement thereof, in the aggregate each case of clauses (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financingsx) and (y), at without the prior written consent of Parent; provided, further, that nothing in this Section 6.15(b) shall require the Company to (A) pay any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date fees, incur or reimburse any costs or expenses, or make any payment in connection with the acquisition of a Person or Property as long as such Indebtedness existed any Convertible Note Hedge Obligations prior to the occurrence of the Effective Time, (B) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, that is effective prior to the occurrence of the Effective Time or (C) refrain from delivering, or delay the delivery of, any notice required by the terms of the Convertible Note Hedge Obligations or a notice contemplated by Section 9(i)(i) of the applicable Capped Call Confirmations in connection with a Specified Exercise (it being understood that the Company will provide Parent with prior notice of any such acquisition and was not created in anticipation thereof; (j) Indebtedness existing delivery with an opportunity to comment on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingrelevant notice).

Indebtedness. The Subject to the last sentence of this Section 6.01, the Borrower will not not, nor will it permit any of its Subsidiaries the Subsidiary Guarantors to, contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness created hereunder or under this Credit Agreement and the any other Credit DocumentsLoan Document; (b) [Intentionally Omitted]Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount of such Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d), and (iii) prior to and immediately after giving effect to the incurrence of any Secured Longer-Term Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; (c) Other Permitted Indebtedness; (d) Guarantees of Indebtedness otherwise permitted hereunder; (e) Indebtedness of any Obligor owing to any other Obligor or, if such Indebtedness is subject to subordination terms and conditions that are satisfactory to the Administrative Agent, any other Subsidiary of the Borrower; (f) Indebtedness of Financing Subsidiaries; (g) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities; (h) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of current accounts payable and accrued expenses incurred securities in the ordinary course of business; (di) Secured Shorter-Term Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that so long as (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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon Default exists at the time of such refinancing; the incurrence thereof, (fii) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate amount (less any determined at the time of the incurrence of such Indebtedness) of such Indebtedness incurred by does not exceed the Borrower arising from Permitted Receivables Financingsgreater of (A) $20,000,000 and (B) 5% of Shareholders’ Equity, (iii) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d), at any one time outstanding; and (giv) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to and immediately after giving effect to the incurrence of any such acquisition and was Indebtedness, the Covered Debt Amount does not created or would not exceed the Borrowing Base then in anticipation thereofeffect; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1obligations (including Guarantees) in respect of Standard Securitization Undertakings; (k) Permitted SBIC Guarantees; (l) Indebtedness incurred pursuant to the 2024 Notes, the 2026 Notes, the 2028 Notes or the 2029 Notes; (m) Unsecured Shorter-Term Indebtedness (other than Special Unsecured Indebtedness that would otherwise constitute Unsecured Shorter-Term Indebtedness) so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed $500,000,000, (iii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Special Unsecured Indebtedness incurred pursuant to Section 6.01(n), does not exceed $1,000,000,000, (iv) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d), and (v) prior to and immediately after giving effect to the Closing Date by Foreign Subsidiaries incurrence of any such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in an effect; (n) Special Unsecured Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed $1,000,000,000, (iii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Unsecured Shorter-Term Indebtedness incurred pursuant to Section 6.01(m), does not exceed $1,000,000,000, (iv) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(c) and (d), and (v) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; and (o) other Indebtedness not to exceed the greater of (i) $400,000,000 25,000,000 and (or the Dollar equivalent thereofii) in the aggregate 5% of Shareholders’ Equity at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractIncur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, other than:except (a) Guaranty Obligations arising Indebtedness incurred under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted](i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b) and any Permitted Refinancing (other than Existing Notes) thereof, (ii) prior to the Refinancing, Indebtedness under the Existing Notes and (iii) (A) so long as the Refinancing has occurred, Indebtedness (x) pursuant to the Term Loan Credit Agreement (including any “Incremental Loans” permitted under Section 2.17 of the Term Loan Credit Agreement as in effect on the Closing Date) and (y) consisting of “Incremental Equivalent Debt” permitted under Section 2.17(g) of the Term Loan Credit Agreement as in effect on the Closing Date in an aggregate principal amount under the foregoing sub-clauses (x) and (y) not to exceed the Permitted Term Loan Debt Cap and (B) any Permitted Refinancing or any “Refinancing Equivalent Debt” (as defined in the Term Loan Credit Agreement as in effect on the Closing Date), in each case, in respect of Indebtedness referred to in this clause (b)(iii) (the Indebtedness described in this clause (b)(iii), collectively, the “Permitted Term Loan Debt”); (c) 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(e); (e) Indebtedness in respect of current accounts payable Purchase Money Obligations and accrued expenses Capital Lease Obligations in an aggregate amount at any time outstanding not to exceed the greater of $10,000,000 and 3.60% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (f) Indebtedness incurred by Subsidiaries that are not Guarantors in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) it being understood that any Indebtedness incurred pursuant to this Section 6.01(f) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(f) but shall be deemed incurred for the purposes of this covenant from and after the first date on which the Borrower or such Subsidiary could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(f); (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the 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 Company in respect of Indebtedness otherwise permitted under this Section 6.01; provided that, to the extent any such Contingent Obligation constitutes an Investment, such Investment is permitted under Section 6.04; (i) Attributable Indebtedness resulting from Sale and Leaseback Transactions incurred by any Loan Party in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (j) 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 (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) [Reserved]; (m) Indebtedness of any Loan Party under any Treasury Services Agreement; (n) other Indebtedness of any Company in an aggregate amount not to exceed the greater of $25,000,000 and 9.10% of Total Assets at any time outstanding (it being understood that any Indebtedness incurred pursuant to this Section 6.01(n) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(n) but shall be deemed incurred for the purposes of this covenant from and after the first date on which such Company could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(n)); (o) other Indebtedness of any Company so long as (w) no Default or Event of Default shall exist or shall have occurred and be continuing or would result therefrom, (x) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) does not exceed the Total Net Leverage Ratio as of the Closing Date, such Indebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and such Indebtedness shall not require any mandatory prepayment or redemption (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) days after the Revolving Maturity Date, (y) in the case of Non-Loan Parties, such Indebtedness at any time outstanding shall not exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and (z) if such Indebtedness is secured, any Liens in respect of such Indebtedness are permitted by Section 6.02 and any Permitted Refinancing thereof; (p) (i)(A) Indebtedness of any Company assumed (including Acquired Indebtedness) in connection with any Permitted Acquisition and (B) Indebtedness of any Company incurred to finance a Permitted Acquisition; provided that, (w) in the case of clause (A) only, such Indebtedness is not incurred in contemplation of such Permitted Acquisition, (x) no Event of Default shall exist or shall have occurred and be continuing or would result therefrom after giving Pro Forma Effect to the assumption or insurance of such Indebtedness and such Permitted Acquisition, (y) after giving Pro Forma Effect to the assumption or insurance of such Indebtedness, the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 and (z) in the case of clause (B) only, such Indebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and such Indebtedness shall not require any mandatory prepayment or redemption (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) days after the Revolving Maturity Date, and (ii) any Permitted Refinancing of any such Indebtedness; provided, that the aggregate principal amount of Indebtedness assumed or incurred pursuant to this Section 6.01(p) by all Non-Loan Parties shall not exceed the greater of $7,500,000 and 2.70% of Total Assets outstanding at any time; (q) Indebtedness representing deferred compensation to employees of Holdings (and any direct or indirect parent thereof) or any of its Subsidiaries incurred in the ordinary course of business; (dr) Indebtedness owing by a Subsidiary of the Borrower to the Borrower current or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of fixed assets Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.07; (including equipment); provided that (is) 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 Company in any Investment expressly permitted hereunder or any Asset Sale, in each case, constituting indemnification obligations or obligations in respect of purchase price of the asset(s(including earnouts) 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 refinancingor other similar adjustments; (ft) Indebtedness arising from consisting of obligations of any Company under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Receivables Financings Acquisitions or any other Investment expressly permitted under this Agreement; and (u) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in an amount not to exceed $600,000,000supply arrangements, in the aggregate (less any Indebtedness each case, incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingbusiness.

Indebtedness. The Borrower Without Bank’s prior written consent, Guarantor will not permit incur any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, Indebtedness other than: : (ai) Guaranty Obligations arising under this Credit Agreement the Additional Beacon Noteholder Subordinated Debt, the December 2011 Beacon Noteholder Subordinated Debt, and the other Credit Documents; Indebtedness set forth on Schedule I; (bii) [Intentionally Omitted]; the Guaranteed Obligations; (ciii) Indebtedness in respect of current accounts payable and accrued expenses (A) which is unsecured, (B) which is not for borrowed money, (C) which has been incurred in the ordinary course of Guarantor’s or its Subsidiaries’ business; , (dD) which is not otherwise prohibited under any provision of this Guaranty, and (E) the nonpayment of or other default under which would not have a Material Adverse Effect; (iv) Indebtedness owing by a Subsidiary in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made; (v) Indebtedness in respect of judgments or awards which (1) have been vacated, discharged or stayed within 10 days of the Borrower to entry thereof or have been in force for less than the Borrower applicable appeal period so long as execution is not levied thereunder (or another Subsidiary in respect of which (A) Guarantor shall at the Borrower; (e) 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 time in good faith be prosecuting 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; appeal or proceedings for review and (iiiB) no a stay of execution shall have been obtained pending such Indebtedness shall be refinanced for a principal appeal or review), and (2) (A) are not, in the aggregate, in an amount in excess of $100,000 (and individually in excess of $50,000) of any available insurance coverage, as determined by Bank in its discretion exercised in good faith, in effect to satisfy such judgments or award for which the insurer has admitted in writing its liability for the full amount thereof and (B) do not have a Material Adverse Effect (regardless of monetary amount or insurance coverage); (vi) Indebtedness under capitalized leases or purchase money financing if (1) such Indebtedness is not secured by any of the Loan Collateral other than the property so acquired and any identifiable proceeds, (2) any Liens relating to such Indebtedness do not extend to or cover any property of Guarantor other than the property so acquired and any identifiable proceeds therefrom, (3) the principal balance outstanding thereon amount of such capitalized lease or purchase money Indebtedness will not, at the time of the incurrence thereof, exceed the value of the property so acquired; and (4) the total amount of such refinancing; Indebtedness during any period does not exceed $300,000 for Guarantor in any fiscal year; and (fvii) Indebtedness arising from Permitted Receivables Financings in an amount not representing reimbursement obligations and other liabilities of Guarantor with respect to exceed $600,000,000surety bonds (whether payment, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financingsperformance or otherwise), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into letters of credit, banker’s acceptances, drafts or similar documents or instruments issued for Guarantor’s account in the ordinary course of business Guarantor’s business; provided, that no Indebtedness otherwise permitted under this Section 3.2(a) to be incurred shall be permitted to be incurred if, after giving effect to the incurrence thereof, any Event of Default shall have occurred and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingbe continuing.

Indebtedness. The Borrower will not, and will not permit or cause any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, without the consent of the Required Lenders, other than:than (without duplication): (ai) Guaranty Obligations arising Indebtedness of the Credit Parties in favor of the Administrative Agent and the Lenders incurred under this Credit Agreement and the other Credit Documents; (bii) [Intentionally Omitted]Indebtedness of the Borrower and its Subsidiaries consisting of seller notes (including Convertible Seller Notes and Contingent Purchase Price Obligations) in connection with (x) Permitted Acquisitions and (y) acquisitions consummated prior to the Closing Date, and including, without duplication, any standby letter of credit obligations of the Borrower and its Subsidiaries in respect of letters of credit issued on behalf of the Borrower and its Subsidiaries to provide support for such seller notes, provided that Borrower shall promptly deliver to the Administrative Agent an updated schedule of such Indebtedness upon the reasonable request of the Administrative Agent; (ciii) Indebtedness of the Borrower and its Subsidiaries in favor of California First Leasing Corporation with respect of current accounts payable to the lease of, or sale and accrued expenses incurred in the ordinary course of businessleaseback with respect to, certain equipment, provided that all such Indebtedness does not exceed $500,000; (div) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging its Subsidiaries under Hedge Agreements entered into in connection with this Agreement or in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risks and not for speculative purposes; (hv) Any guaranty of purchase money Indebtedness of the BorrowerBorrower and its Subsidiaries incurred solely to finance the acquisition, construction or improvement of any equipment, real property or other fixed assets in the ordinary course of business (or assumed or acquired by the Borrower and its Subsidiaries in connection with a Permitted Acquisition or other transaction permitted under this Agreement), (but excluding Capital Lease Obligations), and any renewals, replacements, refinancings or extensions thereof, provided that all such Indebtedness shall not exceed $2,500,000 in aggregate principal amount outstanding at any one time; (ivi) Indebtedness incurred after Capital Lease Obligations (including resulting from sale-leaseback transactions and other lease programs with respect to trucks or other equipment of the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition Borrower and was not created in anticipation thereof; (jits Subsidiaries) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 10,000,000 outstanding at any time; provided that following a Specified Availability Increase, such Indebtedness shall not exceed $20,000,000; (vii) unsecured loans and advances (A) by the Borrower or any Subsidiary to any Subsidiary Guarantor, (B) by any Subsidiary to the Dollar equivalent thereofBorrower, provided in each case that any such loan or advance is subordinated in right and time of payment to the Obligations and is evidenced by a promissory note, in form and substance reasonably satisfactory to the Administrative Agent and pledged to the Administrative Agent pursuant to the Security Documents; (viii) Indebtedness consisting of Guaranty Obligations of the Borrower or any of its Subsidiaries incurred in the aggregate ordinary course of business for the benefit of the Borrower or a Subsidiary Guarantor, provided that the primary obligation being guaranteed is permitted by this Agreement; (ix) Guaranty Obligations of customers of the Borrower and its Subsidiaries outside of the ordinary course of business in connection with its customer financing program, the underlying obligations of which do not exceed $2,500,000 outstanding at any time outstanding; andtime; (lx) other unsecured notwithstanding subsection (v) above, purchase money Indebtedness of the Borrower or its subsidiaries incurred in order to continue to develop its technology platform, in an amount not to exceed $200,000,0002,500,000; (xi) Indebtedness of the Borrower and its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the aggregatecase 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; (xii) Indebtedness existing as of the date hereof to Royal Palm Mortgage Group LLC pursuant to the promissory note executed by ▇▇▇▇▇▇▇ International Inc. dated as of August 9, 2010; (xiii) Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred by the Borrower or any of its Subsidiaries in the ordinary course of business; and (xiv) other general unsecured Indebtedness not to exceed $500,000 in the aggregate outstanding at any one time outstandingtime.

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (c) Indebtedness arising from intercompany loans and advances owing by the Borrower or any Restricted Subsidiary to the Borrower, any Restricted Subsidiary or any Unrestricted Subsidiary; provided that any such intercompany loans and advances shall be subject to the limitations set forth in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessSection 6.05; (d) Indebtedness owing by a Subsidiary of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (ii) the aggregate principal amount of Indebtedness incurred pursuant to this Section 6.03(d) (other than any Capital Lease Obligations incurred to refinance or replace any lease that was classified as an operating lease in accordance with GAAP at the time such lease was entered into) shall not at any time exceed $50,000,000 and (iii) for purposes of determining whether any Indebtedness incurred pursuant to this Section 6.03(d) is permitted under the Senior Notes Indentures, neither the Borrower or another nor any Restricted Subsidiary of shall be permitted to incur such Indebtedness in reliance on the BorrowerSecured Debt Indenture Exceptions; (e) purchase money Permitted Unsecured Notes and Permitted Refinancing 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingrespect thereof; (f) other Indebtedness arising from Permitted Receivables Financings of the Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingoutstanding pursuant to this Section 6.03(f) not in excess of $50,000,000; (g) Indebtedness evidenced by Hedging Agreements entered into incurred to finance insurance premiums in the ordinary course of business and in an aggregate principal amount not for speculative purposesto exceed the amount of such insurance premiums; (h) Any guaranty indemnification, adjustment of Indebtedness of the Borrower;purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or Disposition otherwise permitted hereunder; and (i) to the extent constituting Indebtedness, Indebtedness incurred after associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Requirements of Law or by third parties in the Closing Date ordinary course of business in connection with the acquisition operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties. For purposes of a Person this Section 6.03, any payment by the Borrower or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing any Restricted Subsidiary of any interest on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in kind (by adding the amount of such interest to the principal amount of such Indebtedness) shall be deemed to be an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingincurrence of Indebtedness.

Indebtedness. The Borrower will shall not permit any of its Subsidiaries to, contract, create, incur, assume assume, guarantee or permit be or remain liable with respect to exist any Indebtedness, or permit any Subsidiary to do so, other than: than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for (a) Guaranty Obligations arising under this Credit Agreement the conversion of Indebtedness into equity securities and the other Credit Documents; payment of cash in lieu of fractional shares in connection with such conversion, (b) [Intentionally Omitted]; (c) purchase money Indebtedness or Indebtedness in respect of current accounts payable capital leases permitted hereunder pursuant to its then applicable payment schedule, (c) prepayment by any Subsidiary of (i) inter-company Indebtedness owed by such Subsidiary to any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, (d) payments made on Subordinated Indebtedness to the extent permitted under the relevant Subordination Agreement, (e) the issuance of and accrued expenses incurred performance of obligations under Permitted Convertible Debt, (f) the conversion, exchange, exercise, repurchase, redemption of Permitted Convertible Debt, or the exercise or early unwind or termination of Permitted Bond Hedge Transactions and Permitted Warrant Transactions, in each case so long as any cash prepayments made by Borrower in connection therewith are Permitted Convertible Debt Financing Payments, (g) Indebtedness owed under corporate credit cards constituting Permitted Indebtedness and prepaid in the ordinary course of business; , (dh) Permitted Indebtedness owing by a Subsidiary with the proceeds of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that Permitted Indebtedness, (i) the total prepayment of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 permitted under clauses (less any purchase money Indebtedness incurred by the Borroweri), (iv), (vii), and (xix) 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 definition of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000Indebtedness, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on as otherwise permitted hereunder or approved in writing by Agent. Notwithstanding the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries foregoing, payments constituting Thermo ▇▇▇▇▇▇ Installment Payments made in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingcompliance with Section 7.25 shall be permitted.

Indebtedness. The Borrower will shall not, and shall not permit any of its Subsidiaries other Loan Party or any Intermediate Subsidiary to, contractdirectly or indirectly, create, incur, assume or permit Guarantee, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (a) Guaranty the Obligations arising under this Credit Agreement and the other Credit DocumentsSpecified Derivatives Obligations; (b) [Intentionally Omitted]intercompany Indebtedness incurred in the ordinary course of business owing (i) among the Loan Parties, (ii) among the Borrower and the Intermediate Subsidiaries so long as such Indebtedness is Subordinated Debt and (iii) among the Borrower and its Subsidiaries incurred in accordance with the cash management system of the Borrower and its Subsidiaries substantially as in effect on the Agreement Date; (c) Guarantees by any Loan Party of Indebtedness of another Loan Party permitted under this Section (other than Indebtedness referred to in the immediately preceding subsection (b)(iii) and the immediately following subsections (l), (q) and (r)); provided, that if the Indebtedness that is being Guaranteed is unsecured and/or Subordinated Debt, the Guarantee shall also be unsecured and/or Subordinated Debt; (d) Indebtedness of the Loan Parties with respect of current accounts payable to Capital Leases and accrued expenses purchase money Indebtedness incurred in the ordinary course of business; (de) Indebtedness owing by a Subsidiary resulting from the financing of insurance premiums in the Borrower to the Borrower or another Subsidiary ordinary course of the Borrower; (e) 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingbusiness; (f) cash management obligations (subject to clause (b) above as applicable) and other Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000respect of endorsements for collection or deposit, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts and in the aggregate (less any ordinary course of business; provided that such Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingis extinguished within 5 Business Days after its incurrence; (g) Indebtedness evidenced by Hedging Agreements entered into consisting of (i) take-or-pay obligations contained in utility supply arrangements and (ii) customary indemnification obligations, in each case, incurred in the ordinary course of business and not in connection with Indebtedness for speculative purposesmoney borrowed; (h) Any guaranty letters of Indebtedness credit, bank guaranties or similar instruments in support of obligations in respect of workers’ compensation, unemployment insurance and other types of social security, or to secure the Borrowerperformance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or Capital Leases); (i) Indebtedness arising from agreements of a Loan Party or an Intermediate Subsidiary providing for indemnification, adjustment of purchase or acquisition price, earn-out or similar obligations, in each case, incurred after the Closing Date or assumed in connection with the acquisition or Disposition of any business or assets (including Equity Interests) of a Person Loan Party or Property as long as such Indebtedness existed prior to such acquisition and was Intermediate Subsidiary not created in anticipation thereofprohibited by Section 9.1.(e) or Section 9.6.; (j) Indebtedness existing on incurred by a Loan Party or an Intermediate Subsidiary representing deferred compensation to directors, officers, employees, members of management and consultants of such Person in the date hereof as set forth on Schedule 8.1ordinary course of business; (k) Indebtedness in respect of bankers’ acceptances supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (l) Indebtedness of the Borrower in respect of (i) the Subordinated Facility and (ii) prior to the occurrence of the Post-Spin Equity Offering (but at no time thereafter), the Subordinated Guaranties; (m) to the extent constituting Indebtedness, Investments in repurchase agreements constituting Cash Equivalents; (n) to the extent constituting Indebtedness, obligations in respect of Derivatives Contracts permitted under Section 9.13.; (o) Indebtedness constituting a Municipal Financing incurred after in the Closing Date ordinary course of business in connection with a new development or redevelopment of real property; (p) Indebtedness incurred by Foreign Subsidiaries a Property Owner to finance the acquisition of a parcel of land, together with any improvements located thereon, that is adjacent to the Mortgaged Property of such Property Owner and was not owned by such Property Owner on the Agreement Date; (q) Indebtedness that is not Secured Indebtedness, including without limitation Indebtedness in respect of Ordinary Course Guaranties and Guaranties of Secured Indebtedness, in an aggregate principal amount at any time outstanding not to exceed $400,000,000 100,000,000; (r) Indebtedness of the Borrower in respect of letters of credit for which the Borrower’s reimbursement obligations have been cash collateralized in full; (s) to the extent constituting Indebtedness, all premiums (if any), interest, fees, expenses, charges and additional or the Dollar equivalent thereofcontingent interest on Indebtedness described in clauses (a) in the aggregate at any time outstandingthrough (m) and (o) and (r) above; and (lt) other unsecured Indebtedness obligations in an amount respect of Non-Recourse Guaranties to the extent not to exceed $200,000,000, in the aggregate, at any one time outstandingconstituting Indebtedness.

Indebtedness. The (a) Neither the Borrower will not permit nor any of its the Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other than: the incurrence of which would cause the Borrower to violate the financial covenant set forth in Section 6.12 (a) Guaranty Obligations arising under this Credit Agreement giving effect to such incurrence of Indebtedness on a pro forma basis as if such incurrence (and the other application of any proceeds therefrom, including the repayment of any Indebtedness with the proceeds of the Indebtedness being so incurred) occurred on the first day of the applicable four fiscal quarter period ended immediately prior to such incurrence) to the extent such Section is in effect as of the date of such determination (or would be in effect after giving effect to such incurrence of Indebtedness). It is understood and agreed that any Indebtedness incurred under Section 6.01(a) of the Existing Credit Documents;Agreement, to the extent such Indebtedness was, at the time of such incurrence, permitted to be so incurred thereunder, shall be deemed to have been incurred under, and in compliance with, this Section 6.01(a) as of the Restatement Effective Date. (b) [Intentionally Omitted]Neither the Borrower nor any of its Subsidiaries shall at any time permit the sum, without duplication, of (i) all Indebtedness of the Borrower and the Subsidiaries secured by Liens plus (ii) all Indebtedness of the Subsidiaries (including Subsidiaries acquired after the Effective Date) to exceed $500,000,000 at any time outstanding. (c) Notwithstanding anything to the contrary in paragraph (b) of this Section 6.01, the following Indebtedness of the Borrower and the Subsidiaries (including Subsidiaries acquired after the Effective Date) shall not be prohibited by Section 6.01(b) and shall not be included in calculating the levels of Indebtedness permitted under Section 6.01(b) regardless of whether such Indebtedness is secured as permitted by Section 6.02: (i) (x) Indebtedness created under the Loan Documents and (y) other Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness (A) shall not be Indebtedness of an obligor that was not an obligor with respect to the original Indebtedness being extended, renewed or replaced (other than in the case of Guarantees otherwise permitted by clause (iii) of this Section 6.01(c)), (B) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium thereon), (C) shall not have an earlier maturity date or shorter weighted average life to maturity than the Indebtedness being extended, renewed or replaced and (D) shall be subordinated to the Obligations to the same extent as the Indebtedness being extended, renewed or replaced, if applicable; (cii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that (A) Indebtedness of any Subsidiary (other than a Loan Party) owing to any Loan Party shall be subject to Section 6.04 and (B) Indebtedness of the Borrower to any Subsidiary or of any other Loan Party to any other Subsidiary (other than a Loan Party) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iii) Guarantees by the Borrower of Indebtedness of any Subsidiary, and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that (A) the Indebtedness so Guaranteed shall not be prohibited by this Section (other than clause (c)(ii)) and (B) Guarantees by any Loan Party of Indebtedness of any Subsidiary (other than a Loan Party) shall be subject to Section 6.04; (A) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness that is assumed by the Borrower or any Subsidiary or that remains Indebtedness of an acquired entity in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, and (B) extensions, renewals and replacements of any such Indebtedness so long as the outstanding principal amount of such extensions, renewals and replacements does not exceed the principal of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and premium thereon), provided that the aggregate principal amount of Indebtedness permitted by this clause (iv) incurred after the Effective Date shall not exceed $100,000,000 at any time outstanding; (v) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business;Swap Agreements permitted by Section 6.06; and (dvi) Indebtedness owing by a Subsidiary in respect of the Borrower any financing or capital lease financing relating to the Borrower Borrower’s or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings Subsidiaries’ sea vessels in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate 75,000,000 at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (bii) [Intentionally Omitted]Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (ciii) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) Indebtedness arising from intercompany loans and accrued expenses advances (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Domestic Incorporated Subsidiary or (c) from the Borrower to any wholly-owned Foreign Incorporated Subsidiary; provided, that if the Borrower is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations; provided, further, that the aggregate of all Foreign Subsidiary Investments does not exceed the Permitted Foreign Subsidiary Investment Amount at any time; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(P); (vii) 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 fixed assets or in conjunction with a Permitted Acquisition, if (1) at the time of such incurrence, no Default or Unmatured default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed $30,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (viii) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (dix) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from to the seller in any Permitted Receivables Financings)Acquisition as part of the consideration therefor, at any one time outstanding; (g) provided that such Indebtedness evidenced by Hedging Agreements entered into is unsecured and, if in excess of $15,000,000 in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of aggregate, is subordinated to the Borrower; (i) Indebtedness incurred after Obligations, on terms reasonably acceptable to the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingAgent; and (lx) other additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding $25,000,000.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsPermitted Subordinated Indebtedness; (b) [Intentionally Omitted]Indebtedness of the Loan Parties under the Loan Documents; (c) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03 and any Permitted Refinancing thereof; (d) Guarantees by a Restricted Company in respect of current accounts payable Indebtedness of another Restricted Company otherwise permitted hereunder; provided that (x) no Guarantee by any Restricted Subsidiary of any Permitted Subordinated Indebtedness (or any Permitted Refinancing thereof) shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guarantee in accordance with Section 6.12 and accrued expenses (y) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of a Restricted Company that constitutes an Investment permitted by Section 7.02; (i) Indebtedness incurred in the ordinary course of business by the Exchange Companies in connection with "1031 exchange" transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such "1031 exchange" transactions and (ii) Indebtedness incurred in the ordinary course of business by the Leasing Companies in connection with their leasing business that is limited in recourse to the assets being financed by such Indebtedness (collectively, the "SPECIFIED NON-RECOURSE INDEBTEDNESS"); (g) Indebtedness of Foreign Subsidiaries of the Company; (h) Indebtedness of a Restricted Company assumed in connection with any Permitted Acquisition and not incurred in contemplation thereof, and any Permitted Refinancing thereof; (i) Indebtedness incurred by any Restricted Company representing deferred compensation to employees of a Restricted Company incurred in the ordinary course of business; (dj) Indebtedness owing consisting of promissory notes issued by a Subsidiary any Restricted Company to future, present or former directors, officers, members of management, employees or consultants of the Borrower to the Borrower Company or another Subsidiary any of the Borrower; (e) purchase money Indebtedness (including Capital Leases) its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of fixed assets Equity Interests of the Company permitted by Section 7.06; (k) Indebtedness incurred by a Restricted Company in a Permitted Acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Indebtedness consisting of obligations of any Restricted Company under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Indebtedness (including equipment); provided that intercompany Indebtedness among the Consolidated Companies) in respect of the Cash Management Practices; (n) obligations of the Consolidated Companies with respect to liabilities arising from the Vault Cash Operations; (o) Indebtedness consisting of (i) the total financing of all such Indebtedness shall not exceed an aggregate principal amount insurance premiums or (ii) take-or-pay obligations of $100,000,000 a Restricted Company contained in supply arrangements, in each case, in the ordinary course of business; (less any purchase money p) Indebtedness incurred by a Restricted Company constituting reimbursement obligations with respect to letters of credit issued in the Borrower) at any one time outstandingordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; (ii) such Indebtedness when incurred shall not exceed provided that upon 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 drawing of such refinancingletters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (fq) Indebtedness arising from Permitted Receivables Financings obligations in an amount not to exceed $600,000,000respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by a Restricted Company or obligations in respect of letters of credit related thereto, in each case in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingordinary course of business or consistent with past practice; (gr) Guarantees by the Company of Indebtedness permitted under this Section 7.03; (s) Indebtedness evidenced by Hedging Agreements in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (ht) Any guaranty Indebtedness in respect of Indebtedness any letter of credit or bankers' acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the Borrowerordinary course of business; (iu) Indebtedness incurred after in the Closing Date ordinary course of business in connection with relocation service transactions and secured by the acquisition properties which are the subject of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereoftransactions; (jv) Indebtedness existing incurred in connection with a receivables securitization transaction involving the Restricted Companies and a Securitization Vehicle (a "SECURITIZATION FINANCING"); provided that (i) such Indebtedness when incurred shall not exceed 100% of the cost or fair market value, whichever is lower, of the property being acquired on the date hereof as set forth on Schedule 8.1of acquisition, (ii) such Indebtedness is created and any Lien attaches to such property concurrently with or within forty-five (45) days of the acquisition thereof, and (iii) such Lien does not at any time encumber any property other than the property financed by such Indebtedness; (kw) Indebtedness incurred after (i) of the Closing Date type described in clause (e) of the definition thereof subject to Liens permitted under Section 7.01 or (ii) secured by Foreign Subsidiaries Liens permitted under Sections 7.01(e)(ii), 7.01(e)(iii), 7.01(f), or 7.01(r); (x) other Indebtedness of Restricted Companies in an aggregate principal amount not to exceed the greater of (i) 10% of Total Consolidated Assets and (ii) $400,000,000 (or the Dollar equivalent thereof) in the aggregate 300,000,000 at any time outstanding; and; (ly) other unsecured Indebtedness all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.clauses (a) through (x) above;

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries other Group Member to, contractincur, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the Loans or other Credit DocumentsSecured Obligations; (b) [Intentionally Omitted]Indebtedness of the Group Members existing on the date hereof set forth on Schedule 9.02 as well as any Permitted Refinancing Indebtedness in respect thereof; (c) purchase money Indebtedness or Capital Lease Obligations not to exceed $30,000,000 in respect the aggregate at any one time outstanding; (d) unsecured Indebtedness associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of current accounts payable business in connection with the operation of, or provision for the abandonment and accrued expenses incurred remediation of, the Oil and Gas Properties; (e) (i) Indebtedness among the Borrower and its Subsidiaries which are Loan Parties, (ii) Indebtedness between the Subsidiaries of the Borrower which are not Loan Parties and (iii) Indebtedness extended to the Borrower and its Subsidiaries which are Loan Parties by any Group Members; provided that (A) such Indebtedness is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party and (B) any such Indebtedness owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms satisfactory to the Administrative Agent; (f) endorsements of negotiable instruments for collection in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) any guarantee of any other Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposespermitted to be incurred hereunder; (h) Any guaranty unsecured Indebtedness in respect of Indebtedness of the BorrowerSwap Agreements entered into in compliance with Section 9.17; (i) Indebtedness incurred after of the Closing Date Borrower in connection respect of Permitted Unsecured Debt and any Permitted Refinancing Indebtedness of such Indebtedness provided, that (i) such Indebtedness does not exceed $500,000,000 of principal in the aggregate outstanding at any time and (ii) giving pro forma effect to such Indebtedness and the repayment of any other Indebtedness with the acquisition proceeds thereof, (A) no Default, Event of a Person Default or Property as long as Borrowing Base Deficiency exists at such Indebtedness existed prior time, (B) the ratio of Total Net Debt to such acquisition EBITDAX for the most recent four Fiscal Quarters for which financial statements are available is in compliance with Section 9.01(a) and was not created in anticipation thereof;(B) the Availability is equal to or greater than 15%; and (j) other Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 15,000,000 in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not not, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsIndebtedness created hereunder; (b) [Intentionally Omitted]; (c) Indebtedness existing on the Effective Date the principal or face amount of which does not exceed $10,000,000 with respect to each individual item of Indebtedness or that is otherwise set forth in respect Part A of current accounts payable Schedule I, and accrued expenses incurred in the ordinary course any extension, renewal, refinancing or replacement of business; (d) any such Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that so long as (i) the total of all such existing Indebtedness shall being extended, renewed, refinanced or replaced pursuant to this clause (b) does not exceed an aggregate principal amount of $100,000,000 (less any purchase money constitute Senior Unsecured Indebtedness incurred by the Borrower) at any one time outstanding; or Subordinated Indebtedness and (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; extension, renewal, refinancing or replacement, and after giving effect thereto, (fA) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such extension, renewal, refinancing or replacement occurred at any one time outstanding; the beginning of the respective period) and (gB) Indebtedness evidenced by Hedging Agreements entered into no Default or Event of Default shall have occurred and be continuing hereunder; provided that the principal of and interest on, and all other amounts owing in the ordinary course of business and not for speculative purposes; (h) Any guaranty respect of Indebtedness under the Existing Credit Agreement (other than in respect of letters of credit which, as provided in Section 2.05(m) are to become Letters of Credit hereunder) and Specified Vincor Obligations shall in any event be repaid in full as promptly as practicable following the BorrowerArrangement Effective Date; (i) Indebtedness incurred after outstanding in respect of the Closing Date Senior Unsecured Notes and (ii) other unsecured Indebtedness (other than Subordinated Indebtedness); provided that the following conditions shall be satisfied with respect to such other Indebtedness (each of which shall be fulfilled in connection form and substance reasonably satisfactory to the Administrative Agent): (A) the Net Available Proceeds of such other Indebtedness shall be applied to (x) prepay Loans in accordance with Section 2.10(b)(iii), (y) refinance or pay at maturity the acquisition Senior Unsecured Indebtedness (in accordance with Section 7.12) or (z) finance one or more Acquisitions pursuant to Section 7.05(b) (provided that the aggregate principal amount of a Person such Senior Unsecured Indebtedness the Net Available Proceeds of which is applied to finance one or Property as long as more such Acquisitions shall not exceed U.S.$750,000,000 unless at the time such Indebtedness existed prior is incurred, the Senior Debt Ratio is less than or equal to 3.0 to 1 (the determination of such acquisition and ratio to be calculated as of the last day of the most recently-ended fiscal quarter of the Borrower under the assumption that such Indebtedness was not created in anticipation thereofissued at the beginning of the applicable calculation period); (jB) the terms of such Indebtedness existing on shall not provide for payment of any portion of the principal thereof prior to the date hereof as set forth on Schedule 8.1six months after the final maturity of the Loans hereunder; (kC) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness incurred shall be no more restrictive in any material respect on the Borrower or any of its Subsidiaries than the terms of the Senior Unsecured Notes; (D) at the time of issuance of such Indebtedness, and after giving effect thereto, the Closing Date by Foreign Subsidiaries Borrower shall be in an amount not compliance with Section 7.10 (the determination of such ratios to exceed $400,000,000 be calculated under the assumption that such Indebtedness was issued at the beginning of the respective period and that any other Indebtedness to be retired with the proceeds thereof was in fact retired on such date of issuance), and the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance (including, if applicable, computations in reasonable detail as to the satisfaction of the conditions specified in clauses (A) above); (E) at the time of such issuance, and after giving effect thereto, no Default or the Dollar equivalent thereof) in the aggregate at any time outstandingEvent of Default shall have occurred and be continuing hereunder; and (lF) other unsecured Indebtedness in an amount not prior to exceed $200,000,000such issuance, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect specified in the aggregateforegoing clauses (C), at any one time outstanding.(D) and (E) (and setting forth in reasonable detail the computations necessary to determine compliance with said clause (D) and including, if applicable, computations in reasonable detail as to the satisfaction of the conditions specified in the foregoing clause (A));

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit to exist become or remain liable in respect of any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness to the other Credit DocumentsLenders hereunder; (b) [Intentionally Omitted]; Liabilities of the Borrower and/or its Subsidiaries (cother than for borrowed money) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessits business and in accordance with customary trade practices; (c) Existing Indebtedness, together with all accrued and unpaid interest thereon, of the Borrower and/or any Subsidiary referred to in Schedule 7.02 attached hereto, and refinancings thereof in an amount not more than the greater of (i) the respective unpaid principal amounts thereof or (ii) the respective principal amounts available to be drawn thereunder on the date hereof, in each case as specified in such schedule, together with all accrued and unpaid interest thereon; (d) Indebtedness owing by a Subsidiary of the Borrower and/or any Subsidiary secured as permitted by, and subject to the Borrower or another Subsidiary proviso to, subparagraph (c) of the BorrowerSection 7.02; (e) purchase money Unsecured Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that incurred or assumed in connection with (i) the total any Permitted Acquisition consummated pursuant to Section 7.03(g)(A) hereof in an amount not to exceed seventy-five percent (75%) 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 such Permitted Acquisition (excluding as Indebtedness incurred or assumed for the asset(spurpose of this computation, any promissory notes issued in connection with and included in the payment of the purchase price of any such Permitted Acquisition) financed; and (iiiii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingany Permitted Acquisition consummated pursuant to Section 7.03(g)(B) hereof; (f) Indebtedness arising from in respect of promissory notes issued in connection with any Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred Acquisition and secured as permitted by the Borrower arising from Permitted Receivables Financings), at any one time outstandingSection 7.02; (g) Other secured Indebtedness evidenced by Hedging Agreements entered into incurred or assumed in connection with any Permitted Acquisition consummated pursuant to (i) Section 7.3(g)(A) in an aggregate principal amount at any time outstanding not to exceed $500,000 and (ii) Section 7.03(g) hereof; (h) Other unsecured Indebtedness not to exceed $100,000; and (i) Indebtedness in respect of (i) taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment thereof shall not at the time be required to be made or is being contested, (ii) judgments or awards which have been in force for less than the applicable appeal period so long as execution is not levied thereunder or in respect of which the Borrower or any Subsidiary shall in good faith be prosecuting an appeal or proceedings for review in a manner reasonably satisfactory to the Administrative Agent 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 in accordance with, and to the extent required by, GAAP, and (iii) endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingbusiness.

Indebtedness. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanwhether directly or indirectly, except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness owing under the Non-Convertible Credit Facility Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $35,000,000 (the “First Lien Cap”) and the amount of interest thereon compounded and added to the principal thereof; (c) Indebtedness owing under the Subordinated Junior Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $130,000,000 and the amount of interest thereon compounded and added to the principal thereof; provided further that any such replacement Indebtedness shall be subject to an intercreditor agreement in respect of current form and substance satisfactory to the Lenders and shall mature after the Stated Maturity Date; (d) Indebtedness existing on the date hereof and set forth in Schedule 9.01; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to Administrative Agent; (e) accounts payable to trade creditors for goods and accrued expenses services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or any of its Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (f) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries in the ordinary course of business; (dg) Indebtedness owing by a Subsidiary of the Borrower any Obligor to the Borrower or another Subsidiary of the Borrowerany other Obligor; (eh) purchase money Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not exceeding $1,000,000 (including Capital Leasesor the Equivalent Amount in other currencies) to finance the purchase at any time; (i) normal course of fixed assets (including equipment)business equipment financing; provided that (i) if secured, the total collateral therefor consists solely of all such Indebtedness shall not exceed an 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 $100,000,000 2,000,000 (less any purchase money Indebtedness incurred by or the BorrowerEquivalent Amount in other currencies) at any one time outstanding; time; (j) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, adjustment of purchase price or similar obligations (including for the deferred purchase price of property acquired in a Permitted Acquisition), or (ii) such Indebtedness when incurred shall not exceed under guaranties or letters of credit, surety bonds or performance bonds securing the purchase price performance of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount any Obligor or any of its Subsidiaries, in excess of the principal balance outstanding thereon at the time of such refinancingeach case, in connection with transactions permitted under Section 9.03(e); (fk) Indebtedness arising from Permitted Receivables Financings in an amount not contingent obligations with respect to exceed $600,000,000, in the aggregate (less any Indebtedness performance guaranties and surety bonds incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposesof a type and amount consistent with past practices of the Obligors and their Subsidiaries; (hl) Any guaranty obligations in respect of Indebtedness of the Borrowernetting services, overdraft protections and other similar cash management products for deposit accounts; (im) unsecured Indebtedness incurred after the Closing Date of any Obligor not otherwise described in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries this Section 9.01, in an aggregate amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding$5,000,000; provided that Borrower shall give the Administrative Agent written notice prior to the incurrence of any such Indebtedness under this Section 9.01(m) owing to any director or executive officer of Borrower or any of its Affiliates; and (ln) other unsecured Indebtedness approved in an amount not to exceed $200,000,000, advance in writing by the aggregate, at any one time outstandingRequired Lenders.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, create, incur, assume or permit otherwise become liable for or suffer to exist any Indebtedness, whether secured or unsecured, other than: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsIndebtedness of Borrower to Lender hereunder; (bii) [Intentionally Omitted]accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of Borrower’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ciii) Indebtedness directly related to the acquisition by Borrower of a product or 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 if such Indebtedness is secured, then such Indebtedness shall be 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 approved by the Board of Directors of Borrower; (vi) Indebtedness arising from (i) the honoring by a bank or other financial institution of a check, draft or similar instrument against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of its occurrence; (ii) bankers acceptances, performance, surety, judgment, appeal or similar bonds, instruments or obligations; and (iii) any customary cash management arrangements; (vii) Indebtedness in respect of current accounts payable and accrued expenses incurred endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business; (dviii) Indebtedness owing represented by property, liability and workers’ compensation insurance (which may be in the form of letters of credit); and (ix) Indebtedness set forth on Schedule 8(l), or Indebtedness consisting of a Subsidiary refinancing of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipmentset forth on Schedule 8(l); 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 that is being refinanced does 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingincrease.

Indebtedness. The Borrower No Credit Agreement Party will, nor will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under Indebtedness incurred pursuant to this Credit Agreement and the other Credit Documents; (bii) [Intentionally Omitted]Scheduled Existing Indebtedness outstanding on the Initial Borrowing Date and listed on Schedule IV, without giving effect to any subsequent extension, renewal or refinancing thereof, except that Scheduled Existing Indebtedness may be refinanced through one or more issuances of Permitted Refinancing Indebtedness in accordance with Section 9.04(vii) below; (ciii) Indebtedness of the Borrowers under Interest Rate Protection Agreements entered into to protect them against fluctuations in interest rates in respect of current accounts payable and accrued expenses incurred in Indebtedness otherwise permitted under this Agreement, so long as the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time entering into of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Interest Rate Protection Agreements entered into in the ordinary course of business are bona fide hedging activities and are not for speculative purposes; (hiv) Any guaranty of Capitalized Lease Obligations and Indebtedness of the BorrowerU.S. Borrower and its Subsidiaries representing purchase money Indebtedness secured by Liens permitted pursuant to Section 9.03(xi), provided that (i) all such Capitalized Lease Obligations are permitted under Section 9.11 and (ii) the sum of (x) the aggregate Capitalized Lease Obligations outstanding at any time plus (y) the aggregate principal amount of such purchase money Indebtedness outstanding at any time shall not exceed $25,000,000; (iv) intercompany Indebtedness incurred after of the Closing Date in connection with U.S. Borrower and its Subsidiaries to the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition extent permitted by Section 9.05(vi) and was not created in anticipation thereof(xvii); (jvi) Indebtedness existing on of a Subsidiary of the date hereof U.S. 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) the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (vi) at any time (such Indebtedness described above in this Section 9.04(vi) being called "Permitted Acquired Debt"), when added to the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to Section 9.04(vii) at any time (except to the extent incurred to refinance Scheduled Existing Indebtedness, Indebtedness under the HQ Lease Agreements as set forth on Schedule 8.1described in Section 9.04(xxii) below and successive refinancings thereof), shall not exceed $50,000,000; (kvii) Permitted Refinancing Indebtedness, so long as (x) no Specified Default or Event of Default is in existence at the time of the incurrence of such Permitted Refinancing Indebtedness incurred and immediately after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 giving effect thereto and (or the Dollar equivalent thereofy) in the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to this clause (vii) at any time outstanding; and (lexcept to the extent incurred to refinance Scheduled Existing Indebtedness, Indebtedness under the HQ Lease Agreements as described in Section 9.04(xxii) other unsecured Indebtedness in an below and successive refinancings thereof), when added to the aggregate principal amount of Permitted Acquired Debt outstanding pursuant to Section 9.04(vi) at any time, shall not to exceed $200,000,000, in the aggregate, at any one time outstanding.50,000,000;

Indebtedness. The (a) the Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Borrower will not permit any of its Restricted Subsidiaries toto issue any shares of Preferred Stock; provided, contracthowever, createthat the Borrower and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Restricted Subsidiary may issue shares of Preferred Stock, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and in each case if the other Credit Documents; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to the Borrower or another Subsidiary 1.00 determined on a Pro Forma Basis (including a pro forma application of the Borrower; (e) purchase money net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided, further, that the aggregate amount of Indebtedness (including Capital LeasesAcquired Indebtedness) that may be Incurred and Disqualified Stock or Preferred Stock that may be issued pursuant to finance the purchase foregoing by Restricted Subsidiaries that are not Guarantors 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 Loans shall not exceed the purchase price greater of the asset(s(x) financed; $500,000,000 and (iiiy) no such Indebtedness shall be refinanced for a principal amount in excess 26.0% of the principal balance outstanding thereon Four Quarter Consolidated EBITDA at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)Incurrence, at any one time outstanding;, on a Pro Forma Basis (such Indebtedness Incurred and Disqualified Stock and Preferred Stock issued, “Ratio Debt”). (gb) In addition, the following shall be permitted (collectively, the “Permitted Debt”): (1) the Incurrence by the Borrower or its Restricted Subsidiaries of (i) (x) Indebtedness evidenced by Hedging Agreements entered into arising under the Loan Documents including any refinancing thereof in the ordinary course of business and not for speculative purposes; accordance with Section 2.19, (hy) Any guaranty of Indebtedness of the Borrower; Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing thereof (ior successive Permitted Refinancings thereof) and (z) Indebtedness incurred after of the Closing Date in connection Loan Parties evidenced by Incremental Equivalent Debt and any Permitted Refinancing thereof (or successive Permitted Refinancings thereof), and (ii) the ABL Credit Agreement and Guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the acquisition of a Person or Property as long as such Indebtedness existed prior face amount thereof) up to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an aggregate amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding., the greater of (x) $1,400,000,000 and (y) the Borrowing Base as of the date of such Incurrence; (2) the Incurrence by the Borrower and the Guarantors of Indebtedness represented by (A) the Closing Date Senior Secured Notes and the Guarantees thereof, as applicable (and any exchange notes and Guarantees thereof) and (B) the Senior Notes (other than the Closing Date Senior Secured Notes), and in each case, the Guarantees thereof, as applicable (and any exchange notes and Guarantees thereof);

Indebtedness. The Borrower will not permit At any of its Subsidiaries to, contract, time create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) Existing Indebtedness as set forth on Schedule 9.1 (including any amendments, extensions, refinancings or renewals thereof; provided that before and immediately after any such amendment, extension, refinancing or renewal of such Indebtedness (i) the Borrower is in pro forma compliance with Section 9.8 [Intentionally OmittedMaximum Funded Indebtedness to Total Adjusted Capitalization Ratio], (ii) no Event of Default or Potential Default shall have occurred and be continuing or would result therefrom and (iii) the aggregate principal committed amount of unsecured Current Indebtedness shall not at any time exceed $100,000,000.00); (ci) Secured Indebtedness incurred with respect to purchase money security interests, capitalized leases, Commodity ▇▇▇▇▇▇ (secured only by the Liens described in respect clause (ix) of current accounts payable the definition of “Permitted Liens”) and accrued expenses incurred first mortgage bonds, such Indebtedness secured by the Liens described in clause (vi) of the ordinary course definition of business“Permitted Liens” and any other secured Indebtedness of the Borrower and its Subsidiaries described in clause (x) of the definition of “Permitted Liens” and (ii) unsecured Current Indebtedness and Funded Indebtedness of the Borrower’s Subsidiaries; provided that the sum of the aggregate amount of clause (i) plus the aggregate amount of clause (ii) shall not exceed at any time 20% of Total Adjusted Capitalization; (d) Indebtedness owing by of a Subsidiary of the Borrower to the Borrower or another Subsidiary of or to the Borrower; (e) purchase money Any (i) Lender Provided Interest Rate Hedge or Lender Provided Commodity Hedge, (ii) other Commodity ▇▇▇▇▇▇ or (iii) Indebtedness under any Other Lender Provided Financial Services Product; and (f) Other unsecured Indebtedness (including Capital Leases) other than any such Indebtedness incurred with respect to finance the purchase of fixed assets (including equipmentany currency swap agreement or other similar agreement); provided that before and immediately after the incurrence of such Indebtedness (i) the total of all such Borrower is in pro forma compliance with Section 9.8 [Maximum Funded 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; to Total Adjusted Capitalization Ratio] and (ii) such Indebtedness when incurred no Event of Default or Potential Default shall not exceed the purchase price of the asset(s) financed; have occurred 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person continuing or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingwould result therefrom.

Indebtedness. The Borrower will not permit any of its Subsidiaries toCreate, contract, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness outstanding on the Closing Date and, to the extent the principal amount of any such Indebtedness is in excess of $5,000,000, listed on Schedule 7.2 and any Permitted Refinancing Indebtedness in respect thereof; (c) Permitted Incremental Equivalent Debt and Permitted External Refinancing Debt and any Permitted Refinancing Indebtedness in respect thereof; provided that it shall be a condition precedent to the effectiveness of current accounts payable any Permitted Incremental Equivalent Debt that (i) after giving effect thereto, the Aggregate Incremental Amount does not exceed the Incremental Cap (provided that no such unsecured indebtedness may be incurred under the Ratio Incremental Amount), (ii) no Default or Event of Default shall have occurred and accrued expenses incurred be continuing immediately prior to or immediately after giving effect to such Permitted Incremental Equivalent Debt, (iii) to the extent any Loans or Commitments are outstanding that are included in the ordinary course determination of businessRequired Pro Rata Lenders, the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis as of such fiscal quarter end and (iv) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Permitted Incremental Equivalent Debt, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, solely to the extent required by the lenders providing such Permitted Incremental Equivalent Debt; provided that with respect to any Permitted Incremental Equivalent Debt being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clauses (ii) and (iv) may be determined as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; (d) Indebtedness owing by a Subsidiary obligations (contingent or otherwise) of the Borrower to the Parent Borrower or another any Restricted Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); existing or arising under any Swap Agreement, 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements obligations are entered into by such Person in the ordinary course of business and not for speculative purposespurposes of speculation or taking a “market view”; (e) intercompany Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the extent permitted by Section 7.7; provided that any such Indebtedness owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) (i) (A) Receivables Transaction Attributed Indebtedness and Factoring Indebtedness plus (B) Indebtedness (including Indebtedness under Capital Lease Obligations, Synthetic Lease Attributed Indebtedness and purchase money obligations but excluding Indebtedness arising under Capital Lease Obligations entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g)) incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case, for capital assets and refinancings, refundings, renewals or extensions thereof, provided that the aggregate principal amount of all such Indebtedness incurred under clauses (A) and (B) of this Section 7.2(f)(i) shall not at any time exceed the greater of (x) $700,000,000 and (y) 15.50% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; and (ii) Indebtedness arising under Capital Lease Obligations entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g) and any Permitted Refinancing Indebtedness in respect thereof; (g) Indebtedness under the Albuquerque IRB Financing in an aggregate principal amount not to exceed $100,000 and any Permitted Refinancing Indebtedness in respect thereof. (h) Any guaranty other unsecured Indebtedness; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, (ii) the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, (iii) the final maturity date of any such Indebtedness shall be no earlier than six months following the Latest Maturity Date, except in the case of customary high-yield bridge loans which, subject to customary conditions (including no payment or bankruptcy event of default), would either automatically be converted into or required to be exchanged for permanent Indebtedness that does not mature earlier than the Latest Maturity Date and (iv) the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payment (other than periodic interest payments) prior to the date that is six months following the Latest Maturity Date, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default; provided, further, that with respect to any such Indebtedness being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clause (i) and (ii) may be determined as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; provided, further, that any such Indebtedness of any Subsidiaries that are not Loan Parties shall not exceed, in the Borroweraggregate at the time of incurrence thereof, the greater of (x) $150,000,000 and (y) 3.25% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; (i) Support Obligations by the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness incurred after otherwise permitted hereunder, provided that Support Obligations by the Closing Date in connection Loan Parties with the acquisition respect to Indebtedness of a Person or Property as long as such Indebtedness existed prior to such acquisition and was Restricted Subsidiaries that are not created in anticipation thereofLoan Parties is an Investment permitted by Section 7.7; (j) (x) Indebtedness existing on in an aggregate principal amount of up to $7,500,000 consisting of letters of credit or bank guarantees not arising under the date hereof as set forth on Schedule 8.1Loan Documents issued to support the obligations of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business and (y) Indebtedness consisting of letters of credit under Bilateral L/C Facilities in an aggregate principal amount, together with any Indebtedness incurred under clause (j)(x), of up to $100,000,000; (k) Indebtedness incurred after consisting of banker’s acceptances, statutory obligations, surety or appeal bonds, performance bonds or similar arrangements in the Closing Date by ordinary course of business, consistent with past practices and not in connection with Indebtedness for borrowed money; (l) (i) Indebtedness of Restricted Subsidiaries that are not U.S. Loan Parties provided that the aggregate principal amount of such Indebtedness shall not exceed the greater of (x) $225,000,000 and (y) 5.00% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date outstanding at any time and (ii) Indebtedness of Foreign Subsidiaries incurred to satisfy the Danish Tax Assessment; (m) [reserved]; (n) Indebtedness outstanding under the 2029 Senior Notes in an aggregate principal amount not to exceed $400,000,000 (or 800,000,000 and under the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness 2031 Senior Notes in an aggregate principal amount not to exceed $200,000,000800,000,000 and, in each case, any Permitted Refinancing Indebtedness in respect thereof; (o) Indebtedness of any Person that becomes a Restricted Subsidiary on or after the aggregateClosing Date; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and (B) such Indebtedness is not made in anticipation or contemplation of such Person becoming a Restricted Subsidiary; (p) other Indebtedness in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $225,000,000 and (y) 5.00% of Consolidated Total Assets of the Parent Borrower and its Restricted Subsidiaries as of such date; (q) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business under guarantees of Indebtedness of suppliers, licensees, franchisees or customers in an aggregate principal amount at any time outstanding not to exceed $25,000,000; (r) Indebtedness of the Parent Borrower or any Restricted Subsidiary arising from guarantees of Indebtedness of joint ventures in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $45,000,000 and (y) 5.00% of Consolidated EBITDA for the four full fiscal quarters, treated as one period, ending prior to the date of determination for which financial statements have been delivered under Section 6.1 on a pro forma basis; and (s) Indebtedness arising under Cash Management Agreements. For purposes of determining compliance with this Section 7.2, (A) Indebtedness need not be incurred solely by reference to one category described in this Section 7.2, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in this Section 7.2, the Parent Borrower, in its sole discretion, may divide or classify any such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.2 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one or more (as relevant) of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided that all Indebtedness incurred hereunder will, at any one time outstandingall times, be treated as incurred under Section 7.2(a) and the Indebtedness outstanding under the Senior Notes will, at all times, be treated as incurred under Section 7.2(n).

Indebtedness. The Borrower will not permit any of its As to the Subsidiaries to, contractonly, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement Indebtedness of the Subsidiaries existing as of the Closing Date as referenced in the financial statements referred to in Section 5.05 and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the other Credit Documentsdate of such renewal, refinancing or extension; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower Subsidiaries incurred after the Closing Date consisting of capital leases or Indebtedness incurred to the Borrower provide all or another Subsidiary a portion of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase price or cost of fixed assets (including equipment); construction of an asset 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 or cost of the asset(s) financedconstruction of such asset; and (iiiii) 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 (iii) the total amount of all such Indebtedness shall not exceed $50,000,000 at any time outstanding; (c) unsecured intercompany Indebtedness among the Borrower and its Subsidiaries; (d) Indebtedness and obligations owing under any Swap Contracts, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness and obligations of the Subsidiaries owing under documentary letters of credit for the purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit) generally; (f) Indebtedness arising from Permitted Receivables Financings of the Subsidiaries incurred in an amount connection with acquisitions (including Indebtedness of Subsidiaries incurred or assumed in connection with joint ventures) provided that (i) such Indebtedness when incurred shall not to exceed $600,000,000, in the purchase price for such acquisition (or the total capital (equity and debt) of a joint venture) and (ii) if the aggregate amount of any such Indebtedness (less any Indebtedness incurred by whether anticipated to be funded at one time or over a series of fundings) exceeds $100,000,000, then (A) the Borrower arising shall give the Administrative Agent prior written notice of such Indebtedness and (B) prior to the incurrence of any such Indebtedness the Borrower shall have provided to the Administrative Agent such evidence as the Administrative Agent may reasonably request demonstrating pro forma covenant compliance and the maintenance of an investment grade Debt Rating from Permitted Receivables FinancingsS&P and ▇▇▇▇▇’▇ (defined for purposes hereof as BBB- or better by S&P and Baa3 or better by ▇▇▇▇▇’▇), at any one time outstanding;; and (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of other non-acquisition-related Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition Subsidiaries which does not exceed 5% of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) Total Assets in the aggregate at any time outstanding; and outstanding (l) other unsecured Indebtedness in an amount not it being understood that delivery of a Compliance Certificate shall only required as of each fiscal quarter end of the Borrower pursuant to exceed $200,000,000, in the aggregate, at any one time outstandingSection 6.02(b)).

Indebtedness. The Borrower will not not, nor will it permit any of its Restricted Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty the Obligations arising under this Credit Agreement of the Borrower and its Restricted Subsidiaries owing to the Administrative Agent and the other Credit DocumentsLenders (and their Affiliates); (b) [Intentionally Omitted]intercompany Indebtedness among the Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.15; (c) (i) purchase money Indebtedness of the Borrower and its Restricted Subsidiaries, including any such Indebtedness assumed in connection with a Permitted Acquisition, (ii) Capitalized Lease Obligations of the Borrower and its Restricted Subsidiaries, including any such obligations assumed in connection with a Permitted Acquisition, and (iii) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (“Project Indebtedness”), including any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on such assets before the acquisition thereof, and any refinancings of any such Project Indebtedness; provided that, with respect to Project Indebtedness permitted by clause (iii) of current accounts payable this Section, (w) such Project Indebtedness is initially incurred before or within 180 days after such acquisition or the completion of such construction or improvement, (x) such Project Indebtedness shall be secured only by the Property acquired, constructed or improved in connection with the incurrence of such Project Indebtedness, (y) with respect to such Project Indebtedness assumed in connection with a Permitted Acquisition, the amount of such Project Indebtedness shall not exceed 60% of the Total Consideration paid in connection with such Permitted Acquisition and accrued expenses (z) with respect to Project Indebtedness incurred in to finance the ordinary course acquisition of businessany fixed or capital assets, such Project Indebtedness shall constitute not less than 80% of the aggregate consideration paid with respect to such Property; (d) Indebtedness owing by a Subsidiary customer advances for prepayment of the Borrower to the Borrower or another Subsidiary of the Borrowerore sales; (e) purchase money Indebtedness (including Capital Leases) to finance under the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness shall not exceed Portman Limited Facility in an aggregate principal amount not to exceed at any time outstanding the U.S. Dollar Equivalent 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing120,000,000 Australian Dollars; (f) Indebtedness arising from Permitted Receivables Financings in an amount not Hedging Liability to exceed $600,000,000any Person, in the aggregate (less any Indebtedness all cases incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (g) Indebtedness in respect of bid, performance, surety, reclamation or other similar bonds or guaranties in the ordinary course of business, or any similar financial assurance obligations under Environmental Laws or worker’s compensation Laws or with respect to self-insurance obligations, including guarantees or obligations with respect to letters of credit supporting such obligations (in each case other than for an obligation for money borrowed); (h) Any guaranty Contingent Obligations in respect of Indebtedness of the Borrowerotherwise permitted under this Section 6.12; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior any sale/leaseback transaction permitted pursuant to such acquisition and was not created in anticipation thereofSection 6.14(e) hereof; (j) Indebtedness existing on of Non-Guarantor Subsidiaries not otherwise permitted by this Section; provided that the date hereof aggregate amount at any time outstanding of all such Indebtedness plus Indebtedness of the Borrower and all Restricted Subsidiaries secured by Liens shall not exceed 20% of Net Worth as set forth on Schedule 8.1measured as of the end of the most recently completed fiscal quarter prior to the incurrence of such Indebtedness; (k) unsecured Indebtedness incurred of Non-Guarantor Subsidiaries, not otherwise permitted under clause (j); provided that the ratio of Total Funded Debt to EBITDA of the Borrower and all Restricted Subsidiaries, after giving pro forma effect to the Closing Date incurrence of such Indebtedness is less than 2.50 to 1.00, as measured as of the end of the most recently completed fiscal quarter prior to the incurrence of such Indebtedness; (l) Indebtedness pursuant to the senior secured bonds issued by Foreign Subsidiaries in an amount not the Target pursuant to exceed $400,000,000 that Trust Indenture, dated as of January 29, 2010, between the Target and Computershare Trust Company of Canada; (or m) Indebtedness (i) pursuant to the Dollar equivalent thereofconvertible debentures issued by the Target pursuant to that Trust Indenture, dated as of November 29, 2010, between the Target and Equity Financial Trust Company and (ii) in under the aggregate at any time outstandingSK Credit Agreement, dated as of December 24, 2009, between the Target and SK Networks Co. Ltd.; and (ln) other unsecured Indebtedness in an amount of the Borrower and the Guarantors not to exceed $200,000,000, in the aggregate, at any one time outstandingotherwise permitted by this Section.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanIndebtedness (exclusive of trade debt) except in respect of: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness in respect of Capital Expenditures permitted under Section 7.6; (c) Indebtedness without duplication, guarantees of any Borrower or Subsidiary in respect of current accounts payable and accrued expenses incurred in Indebtedness of the ordinary course of businessBorrowers expressly permitted hereunder; (d) intercompany Indebtedness owing by a Subsidiary of between the Borrower to the Borrower or another Subsidiary of the BorrowerBorrowers; (e) purchase money Indebtedness (including Capital Leases) of any Borrower or Subsidiary thereof incurred in the Ordinary Course of Business in respect of bank guarantees, letters of credit or similar instruments 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingsupport local regulatory requirements; (f) Indebtedness arising from Permitted Receivables Financings disclosed on Schedule 7.8 and any permitted Refinancing Indebtedness in respect thereof; (g) additional unsecured Indebtedness in an aggregate principal amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), 500,000 at any one time outstanding; (gh) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course respect of business and Capitalized Lease Obligations not for speculative purposes; (h) Any guaranty in excess of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 150,000 in the aggregate at any time outstanding, solely to the extent arising due to changes imposed subsequent to the Restatement Date by GAAP requiring leases characterized as operating leases as of the Restatement Date (or any renewal or replacement thereof) to be recharacterized as a Capital Lease Obligation; in the aggregate at any time outstanding; (i) guarantees permitted under Section 7.3; (j) other Indebtedness incurred in the Ordinary Course of Business or arising as result of operations of the Borrowers in the Ordinary Course of Business, in each case not constituting Funded Debt and not otherwise prohibited under this Agreement or any Other Document; (k) the ▇▇▇▇▇▇ Indebtedness so long as the Permitted ▇▇▇▇▇▇ Property Sale-Leaseback shall not have occurred, and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregateevent the Permitted ▇▇▇▇▇▇ Property Sale-Leaseback occurs, at any one time outstandingto the extent the obligations of Borrowers under the Permitted Sale-Leaseback Documentation are or may be characterized as Indebtedness, such Indebtedness.

Indebtedness. The Borrower will not No Credit Party shall, nor shall it permit any of its Subsidiaries to, contractdirectly or indirectly, create, incur, assume or permit guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]intercompany Indebtedness among Parent and its Subsidiaries incurred (i) in the ordinary course of business (including transactions in the ordinary course of business in accordance with the Consolidated Cash Management System and intercompany Indebtedness in lieu of an Investment otherwise permitted under Section 6.6) or (ii) outside the ordinary course of business in connection with tax, accounting, corporate structuring or reorganization or similar transactions together with refinancings thereof to the extent such refinancing Indebtedness would otherwise be permitted under this Section 6.1(b); provided that intercompany Indebtedness pursuant to clause (ii) shall be subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent to the extent not otherwise restricted by any Contractual Obligation; (c) Indebtedness (including letters of credit not provided under this Agreement) which, when aggregated with Indebtedness of Parent, Borrowers and their Subsidiaries and Joint Ventures (but, in the case of consolidated non-Wholly Owned Subsidiaries and Joint Ventures of Parent Guarantors or Borrowers, only to the extent allocable (based on economic share and not necessarily the percentage ownership) to Parent Guarantors, Borrowers or their Wholly Owned Subsidiaries), would not cause Parent to fail to be in pro forma compliance with the financial covenant set forth in Section 6.7(c) together with Permitted Refinancings thereof to the extent such refinancing Indebtedness would otherwise be permitted under this Section 6.1(c); provided that (i) Parent and its Subsidiaries and Joint Ventures shall not incur unsecured Indebtedness (other than unsecured Indebtedness permitted to exist as of the Closing Date and Permitted Refinancings thereof) in excess of $300,000,000 (the “Unsecured Indebtedness Sublimit”) and (ii) the aggregate outstanding amount of any Recourse Secured Mortgage Indebtedness shall not exceed the amount of Recourse Secured Mortgage Indebtedness outstanding on the Closing Date plus $750,000,000; provided that such Recourse Secured Mortgage Indebtedness is (A) incurred to refinance, replace or extend Permitted Project Level Financing or (B) incurred to finance the construction, development, redevelopment, repair or improvement of any GGP Property; (d) Indebtedness in respect of current accounts payable a Lien that is permitted under Section 6.2; (e) guaranties by any Borrower of Indebtedness of a Guarantor Subsidiary or guaranties by a Guarantor Subsidiary of Indebtedness of any Borrower or another Guarantor Subsidiary, in each case, with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (i) Indebtedness existing on the Closing Date described in the plan of reorganization of Existing GGPI, the Partnershp, the LLC and accrued expenses incurred the Debtor Subsidiaries and the disclosure statement in connection therewith that is not required to be repaid in accordance with such plan and (ii) Permitted Refinancings thereof; (i) Indebtedness of any Borrower or its Subsidiaries with respect to Capital Leases and (ii) purchase money Indebtedness of any Borrower or its Subsidiaries; (h) Indebtedness consisting of financing of insurance premiums in the ordinary course of business; (di) Indebtedness owing and other transactions specifically contemplated by a Subsidiary the Plan (including the reinstatement of the Borrower to Exchangeable Notes, the Borrower or another Subsidiary reinstatement of the BorrowerTRUP Notes, the Reinstated ▇▇▇▇▇ Notes and the issuance of the Bridge Notes) or specifically contemplated by the Investment Agreements, and Permitted Refinancings thereof; (ej) purchase money cash management obligations and other Indebtedness (including Capital Leases) to finance the purchase in respect of fixed assets (including equipment)endorsements for collection or deposit, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; provided that such Indebtedness is extinguished within five (5) Business Days after its incurrence; (k) Indebtedness consisting of (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; take-or-pay obligations contained in utility supply arrangements and (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000customary indemnification obligations, in the aggregate (less any Indebtedness each case, incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not in connection with debt for speculative purposesmoney borrowed; (hl) Any guaranty letters of Indebtedness credit, bank guaranties or similar instruments in support of obligations in respect of workers’ compensation, unemployment insurance and other types of social security, or to secure the Borrowerperformance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or Capital Leases); (im) Indebtedness arising from agreements of Parent or any of its Subsidiaries providing for indemnification, adjustment of purchase or acquisition price, earn-out or similar obligations, in each case, incurred after the Closing Date or assumed in connection with the acquisition or disposition of a Person any business or Property as long as such Indebtedness existed prior to such acquisition and was assets (including Capital Stock) of Parent or any of its Subsidiaries not created in anticipation thereofprohibited by Section 6.6 or Section 6.8; (jn) Indebtedness existing on incurred by Parent or any of its Subsidiaries representing deferred compensation to directors, officers, employees, members of management and consultants of such Person in the date hereof as set forth on Schedule 8.1ordinary course of business; (ko) Indebtedness in respect of bankers’ acceptances supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (p) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in lieu of (and not in an amount not in excess of) any Restricted Junior Payment permitted pursuant to exceed $400,000,000 Section 6.4; (or the Dollar equivalent thereofq) Indebtedness constituting a Municipal Financing incurred in the aggregate at any time outstandingordinary course of business in connection with a new development or redevelopment of real property; (r) to the extent constituting Indebtedness, Investments in repurchase agreements constituting Cash Equivalents; and (ls) other unsecured to the extent constituting Indebtedness, all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on Indebtedness described in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingclauses (a) through (r) above.

Indebtedness. The Borrower will not No Credit Party shall, nor shall it permit any of its Subsidiaries (other than Immaterial Subsidiaries) to, contractdirectly or indirectly, create, incur, assume or permit guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Non-Recourse Project Indebtedness; provided that (i) Borrower shall be in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter preceding the entry into definitive documentation in respect of such Indebtedness for which financial statements are available after giving effect to the incurrence of such Indebtedness, or (ii) if Borrower is not in pro forma compliance with each of the covenants set forth in Section 6.7 as of the last day of the most recently ended Fiscal Quarter preceding the entry into definitive documentation in respect of such Indebtedness for which financial statements are available, then such Indebtedness shall be incurred in connection with a transaction the effect of which is to increase the Debt Service Coverage Ratio and decrease the Leverage Ratio; (c) Indebtedness of a Subsidiary of Holdings owed to Holdings or a Subsidiary of Holdings in the nature of shareholder loans or intercompany loans and, if owed to a Credit Party, evidenced by an Intercompany Note and subject to a First Priority Lien pursuant to the Pledge and Security Agreement; (d) in connection with the consummation of any permitted Investment or permitted disposition of any business, assets or Subsidiary of Holdings or any of its Subsidiaries, Indebtedness incurred by Holdings or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including Earn Out Indebtedness), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance by Holdings or any such Subsidiary pursuant to such agreements; provided that each Subsidiary of a Closing Date Project Holdco may only incur such Indebtedness with respect to the Subsidiaries of current accounts payable and accrued expenses such Closing Date Project Holdco that is the direct or indirect parent of such Subsidiary; (e) Indebtedness of Holdings or its Subsidiaries in the nature of guaranties or letters of credit, surety bonds or performance bonds securing the performance of a Subsidiary or its Subsidiaries, in each case pursuant to an agreement such Subsidiary is not prohibited from entering into by this Agreement; provided that each Subsidiary of a Closing Date Project Holdco may only incur such Indebtedness with respect to the Subsidiaries of such Closing Date Project Holdco that is the direct or indirect parent of such Subsidiary; (f) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory or appeal bonds or similar obligations incurred in the ordinary course of business; provided that each Subsidiary of a Closing Date Project Holdco may only incur such Indebtedness with respect to the Subsidiaries of such Closing Date Project Holdco that is the direct or indirect parent of such Subsidiary; (dg) Indebtedness owing by a Subsidiary in respect of the Borrower to the Borrower or another Subsidiary of the Borrowernetting services, overdraft protections and otherwise in connection with Deposit Accounts; (eh) purchase money guaranties in the ordinary course of business of obligations to suppliers, customers, franchisees and licensees; provided that each Subsidiary of a Closing Date Project Holdco may only incur such Indebtedness with respect to the Subsidiaries of such Closing Date Project Holdco that is the direct or indirect parent of such Subsidiary; (including Capital Leasesi) guaranties by Holdings of Indebtedness of a Guarantor or Borrower or guaranties by Borrower or a Guarantor of Indebtedness of Holdings or another Guarantor with respect, in each case, to finance Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that if the purchase of fixed assets Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; (including equipment)j) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 obligations are (less any purchase money Indebtedness incurred by the Borroweror were) 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into by such Person in the ordinary course of business for the purpose of directly managing or mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person or such Person’s direct or indirect Subsidiary, and not for speculative purposes; purposes of speculation or taking a “market view,” and (hii) Any guaranty of Indebtedness of such Swap Contract does not contain any provision exonerating the Borrower; (i) Indebtedness incurred after non-defaulting party from its obligation to make payments on outstanding transactions to the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1defaulting party; provided, further, that Permitted Call Transactions shall be permitted; (k) letters of credit, as long as cash collateral has been provided or back-to-back Letters of Credit have been issued hereunder in respect of such letters of credit; (l) Indebtedness represented by obligations in respect of capitalized leases, mortgage financings or purchase money obligations, in each case, incurred after for the Closing Date by Foreign Subsidiaries purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used or useful in the business of such Person, in each case in an aggregate principal amount not to exceed the purchase price or cost of such property so acquired or designed, constructed, installed, improved or leased; (m) the incurrence by Holdings or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five (5) Business Days; (n) unsecured Permitted Exchangeable Bond Indebtedness of Holdings; (o) unsecured guaranties by Holdings of Permitted Convertible Bond Indebtedness; (p) Permitted Convertible Bond Indebtedness Shareholder Loans borrowed by Holdings; (q) Indebtedness under the Senior Notes Documents (and guaranties thereof by the Credit Parties pursuant to the Senior Notes Documents) in an aggregate principal amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and800,000,000; (lr) other unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, 50,000,000 at any time outstanding; (s) other Indebtedness of Holdings and Borrower; provided that the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are available calculated on a pro forma basis giving effect to the incurrence of such Indebtedness shall not exceed 4.50:1.00; (t) Non-Recourse Project Indebtedness of the Acquired Business outstanding on the Closing Date and not required to be paid pursuant to Section 3.1 hereof; (u) the factoring of accounts receivable in the aggregateordinary course of business in an aggregate amount not to exceed $40.0 million; (v) Indebtedness representing deferred compensation to employees of Holdings or any of its Subsidiaries in the ordinary course of business; and (w) Indebtedness consisting of the financing, at any one time outstandingby the applicable insurer, of insurance premiums in the ordinary course of business.

Indebtedness. The Borrower will not No Credit Party shall, and no Credit Party shall permit or cause any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other than:except the following (collectively, "Permitted Indebtedness"): (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]any Indebtedness of Borrower set forth on Schedule 7.2; (c) Indebtedness not to exceed $250,000 in respect the aggregate at any time outstanding consisting of current accounts payable Capitalized Lease Obligations and accrued expenses Indebtedness secured by purchase money Liens; (d) Indebtedness incurred pursuant to interest rate swaps or hedging transactions with a counterparty and on terms and conditions satisfactory to Agent in its Permitted Discretion; (e) intercompany Indebtedness arising from loans made by Borrower to its Subsidiaries to fund working capital requirements of such Subsidiaries in the ordinary course of business;; provided, however, that upon the request of Agent at any time, such Indebtedness shall be evidenced by promissory notes having terms reasonably satisfactory to Agent, the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and lenders, as security for the Obligations; and (df) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money any Indebtedness (including Capital Leases"Refinancing Indebtedness") incurred in connection with the extension, renewal, substitution, refinancing or replacement of any Indebtedness referred to finance the purchase of fixed assets in clauses (including equipment)b) and (c) above; provided that (i) the total principal amount of all such Refinancing Indebtedness shall does not exceed an the aggregate principal amount of, plus accrued interest on, and any prepayment premiums or yield maintenance amounts in respect of $100,000,000 (less any purchase money the prepayment of, the Indebtedness being extended, renewed, substituted, refinanced or replaced, plus the reasonable amount of fees, underwriting discount, premiums and all other costs and expenses reasonably incurred by the Borrower) at any one time outstanding; in connection therewith, (ii) such Refinancing Indebtedness when incurred shall not exceed matures at least 95 days after the purchase price maturity date of the asset(s) financed; Indebtedness being extended, renewed, substituted, refinanced or replaced, and (iii) no such Refinancing Indebtedness shall be refinanced for contains terms which, taken as a principal amount in excess whole, are not less favorable to the Credit Parties than the terms of the principal balance outstanding thereon at the time of such refinancingIndebtedness being extended, renewed, substituted, refinanced or replaced; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not Company shall not, nor shall it permit any of its Subsidiaries Subsidiary to, contract, createissue, incur, assume assume, create or permit to exist have outstanding any Indebtedness; provided, other thanhowever, that the foregoing shall not restrict nor operate to prevent: (ai) Guaranty Obligations arising Indebtedness in favor of Purchasers under this Credit Agreement and the other Credit Documents; Other Agreements; (bii) [Intentionally Omitted]; obligations of the Company arising out of Interest Rate Agreements and Currency Agreements (cwhich constitute Hedge Agreements) Indebtedness in respect of current accounts payable and accrued expenses incurred entered into with financial institutions in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (iii) no such Indebtedness shall be refinanced endorsement of items for a principal amount deposit or collection of commercial paper received in excess the ordinary course of the principal balance outstanding thereon at the time of such refinancing; business; (fiv) Indebtedness arising from Permitted Receivables Financings time to time owing by any Subsidiary to the Company or owing by the Company to any Subsidiary in the ordinary course of business; (vi) Indebtedness listed on Schedule 7.1 hereof; (vii) Indebtedness pursuant to a revolving line of credit to finance working capital needs (if obtained by the Company) on terms reasonably satisfactory to Purchasers in an amount not to exceed $600,000,0005,000,000 and (viii) purchase money Indebtedness, in Capitalized Lease Obligations, Indebtedness subordinated to the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business Senior Notes and not for speculative purposes; (h) Any guaranty of unsecured Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition Company and was its Subsidiaries not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date otherwise permitted by Foreign Subsidiaries this section in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 10,000,000 in the aggregate at any one time outstandingoutstanding (collectively, "Permitted Indebtedness"); and (lb) other unsecured any extension, renewal, refinancing, refunding, or replacement (each a "refinancing") of any Permitted Indebtedness on such terms and conditions as are, on the whole, not materially more onerous to the Company than the terms and conditions of such Permitted Indebtedness on the date of such refinancing (including that the principal amount of such refinancing Indebtedness does not exceed the principal amount of, plus the amount of accrued and unpaid interest on, the Indebtedness so refinanced (plus the amount of reasonable premium and fees and expenses incurred in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingconnection therewith)).

Indebtedness. The Borrower will shall not, and shall not permit any of its Restricted Subsidiaries to, contract, create, incurassume, assume incur or otherwise become or remain obligated in respect of, or permit to exist be outstanding, any Indebtedness, other thanIndebtedness except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsLoan Obligations; (bi) [Intentionally Omitted]; Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes and (cii) Indebtedness in respect of current accounts payable and accrued expenses incurred Cash Management Agreements entered into in the ordinary course of business; (c) unsecured Indebtedness, including any Permitted Convertible Indebtedness; provided, that (i) the Borrower shall be in compliance with the Debt Incurrence Test; (ii) no Default or Event of Default has occurred and is continuing at the time of such incurrence or would exist after giving effect thereto; (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the Loan Obligations; (iv) such Indebtedness is not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of control or asset sale and, or reasonable and customary redemption or repayment obligations in connection with acceleration rights or exercise of remedies after an event of default or reasonable and customary AHYDO catchup payments) or have a final maturity date, in each case prior to the date occurring 18091 days following the Latest Maturity Date (in effect as of the date such Indebtedness is incurred) (provided that (A) any Indebtedness that automatically converts to, or is exchangeable into, notes or other Indebtedness that meet this clause (iv) shall be deemed to satisfy this condition so long as the Borrower irrevocably agrees at the time of the issuance thereof to take all actions necessary to convert or exchange such Indebtedness); (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); and (B) for purposes of determining whether Permitted Convertible Indebtedness meets the foregoing requirements, neither any settlement upon conversion of or exchange for such Permitted Convertible Indebtedness (whether in cash, stock or other property) nor any required redemption or repurchase thereof upon a “fundamental change” (as customarily defined for such Permitted Convertible Indebtedness) or any other similar or customary provision (as determined by the Borrower in good faith) shall disqualify such Permitted Convertible Indebtedness from satisfying such requirements notwithstanding a possible occurrence prior to 91 days prior to the then Latest Maturity Date); (v) the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection, conversion rights and redemption premiums) are on market terms on the date of issuance or, if not on market terms, not materially more restrictive or onerous, taken as a whole, than the terms applicable to the Borrower and its Restricted Subsidiaries under this Agreement and the other Loan Documents (in each case as determined by the Borrower in good faith), (vi) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party and (vii) prior to the incurrence of such Indebtedness the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vi) above (and containing calculations, in form and substance satisfactory to the Administrative Agent with respect to clause (i) above) and that the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection and redemption premiums) are no more restrictive or onerous, taken as a whole, than the terms applicable to the Borrower and its Restricted Subsidiaries under this Agreement and the other Loan Documents;; (d) Indebtedness owing by a Subsidiary of existing on the Borrower to the Borrower or another Subsidiary of the BorrowerRestatement Effective Date and set forth on Schedule 6; (e) purchase money Indebtedness incurred in connection with Capitalized Lease Obligations, Permitted Purchase Money Indebtedness and mortgage financings in an aggregate amount not to exceed the greater of (including Capital Leasesi) $75,000,000 and (ii) two percent (2.0%) of Consolidated Total Assets (calculated at the time of incurrence thereof); (f) unsecured intercompany Indebtedness: (i) owed by any Credit Party to finance another Credit Party; (ii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the purchase of fixed assets Loan Obligations in a manner reasonably satisfactory to the Administrative Agent); and (including equipment)iii) owed by any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary; provided that the aggregate principal amount of Indebtedness owed at any time by a Non-Guarantor Subsidiary to a Subsidiary Guarantor shall not exceed $50,000,000; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within ten Business Days; (h) Indebtedness under performance bonds, surety bonds, and completion guarantees provided by the Borrower or any Restricted Subsidiary in the ordinary course of business; (i) Indebtedness incurred by the total Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation, with respect to letters of credit in respect of workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided however that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within sixty (60) days following such drawing or incurrence; (j) Indebtedness consisting of customary indemnification, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets permitted under this Agreement; (k) so long as no Default or Event of Default shall have occurred and be continuing at the time of incurrence or would result therefrom, unsecured Indebtedness consisting of promissory notes issued to any then existing or former director, officer or employee of the Borrower or any of its Restricted Subsidiary (or their respective assigns, estates, heirs or current or former spouses) for the repurchase, redemption or other acquisition or retirement for value of any Capital Stock held by them that is permitted pursuant to Section 7.6; provided that the aggregate principal amount of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) 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 thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (gl) Indebtedness evidenced of a Person existing at the time such Person became a Restricted Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 7.5, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $250,000,000 at any time outstanding; (m) Indebtedness consisting of New Securities incurred in an amount up to the Incremental Indebtedness Limit so long as, subject in the case of a Limited Condition Acquisition, to Section 1.10, (i) no Default or Event of Default shall have occurred and be continuing at the time of incurrence or would result therefrom and (ii) the Borrower shall be in compliance with the Debt Incurrence Test; (n) Indebtedness in an aggregate amount outstanding at any time not to exceed the greater of (i) $75,000,000 and (ii) two percent (2.0%) of Consolidated Total Assets (calculated at the time of incurrence thereof); (i) Guaranties by Hedging Agreements entered into any Credit Party with respect to Indebtedness otherwise permitted pursuant to this Section 7.1; provided that any Guaranty of Subordinated Indebtedness shall be subordinated to the Loan Obligations on terms and conditions satisfactory to the Administrative Agent and (ii) to the extent constituting Indebtedness, other Guaranties permitted pursuant to Section 7.5 (other than Guaranties permitted under clause (d)(ii) of such Section); (p) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any Refinancing Indebtedness incurred to refinance, refund, extend or renew any Indebtedness originally permitted under clauses (c), (d), (l) or (m) of this Section or this clause (p); (q) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business of the Borrower and not for speculative purposesits Restricted Subsidiaries or consistent with past practice of the Borrower and its Restricted Subsidiaries; (hr) Any guaranty Indebtedness in respect of Tax Advantaged Transactions; provided that the aggregate amount of such Indebtedness together with the aggregate amount of Investments made in connection with Tax Advantaged Transactions pursuant to Section 7.5(s) shall not exceed an aggregate amount equal to the Borrowergreater of (x) $75,000,000 and (y) two percent (2.0%) of Consolidated Total Assets (calculated at the time of incurrence thereof); (is) Credit Agreement Refinancing Indebtedness; and (t) Indebtedness incurred after by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to the Closing Date Borrower or any of its Restricted Subsidiaries or arising under any Receivables Facility, in connection with the acquisition of a Person all an aggregate principal or Property as long as attributable principal amount for all such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (junder this Section 7.1(t) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate 200,000,000 at any time outstanding.; and (lu) other unsecured Indebtedness to the extent constituting Indebtedness, obligations or liabilities in an amount not to exceed $200,000,000, in the aggregate, at respect of any one time outstandingPermitted Bond Hedge Transactions.

Indebtedness. The Borrower will not permit Neither the Company nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and Indebtedness evidenced by the other Credit DocumentsNotes; (bii) the Bank Secured Obligations in an aggregate principal amount not to exceed [Intentionally Omitted]$__________] at any time and Permitted Refinancing Indebtedness in respect thereof, subject to the terms of the Subordination Agreement set forth in clause (a) of the definition thereof; (ciii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (iv) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (v) Indebtedness constituting Contingent Obligations permitted by section 10.3(e); (vi) subject to the terms of section 10.3(q), Indebtedness arising from intercompany loans and accrued expenses advances (a) from any Subsidiary to the Company or any wholly-owned Subsidiary or (b) from the Company to any wholly-owned Subsidiary; provided, that such Indebtedness shall subordinated to the Notes on subordination terms set forth in Exhibit 10.3; (vii) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(p) of the Bank Credit Agreement as in effect on the Closing Date or under any Permitted Refinancing Indebtedness to the extent permitted under the Subordination Agreement set forth in clause (a) of the definition thereof; (viii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Company or any of its Subsidiaries after the Closing Date to finance the acquisition of fixed assets, if (a) at the time of such incurrence, no Default or Event of Default has occurred and is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed [$__________] in the aggregate principal amount outstanding at any time, and (e) any Lien securing such Indebtedness is permitted under section 10.3(c) (such Indebtedness being referred to herein as "Permitted Purchase Money Indebtedness"); (ix) Indebtedness with respect to surety, appeal and performance bonds obtained by the Company or any of its Subsidiaries in the ordinary course of business; (dx) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 BorrowerCompany or any of its Subsidiaries (whether assumed by the Company or such Subsidiary or issued to the seller) at in any one time outstanding; (ii) Permitted Acquisition as part of the consideration therefor, provided that such Indebtedness when is unsecured and is subordinated to the Notes on terms reasonably acceptable to the Required Holders; (xi) Indebtedness evidenced by the Seller Notes and Permitted Refinancing Indebtedness in connection therewith; (xii) guaranties by the Company of Indebtedness permitted to be incurred shall by any Subsidiary; (xiii) additional unsecured Indebtedness incurred by the Company or any of its Subsidiaries not exceed the purchase price of the asset(s) financedotherwise permitted under this section 10.3; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon provided that at the time of and immediately after giving pro forma effect to the incurrence of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount Indebtedness, the [Leverage Ratio], [Senior Leverage Ratio] and/or [Fixed Charge Coverage Ratio] would not exceed [__] to exceed $600,000,0001, in ____ to 1 or ___ to 1, respectively, which [Leverage Ratio][Senior Leverage Ratio] and/or [Fixed Charge Coverage Ratio], as the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)case may be, at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness shall be calculated as of the Borrower; (i) Indebtedness incurred after last day of the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingimmediately preceding fiscal quarter; and (lxiv) other additional unsecured Indebtedness in an aggregate amount not to exceed $200,000,000, in the aggregate, at any one time outstandingoutstanding not exceeding [$_______].

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (i) the Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (iii) unsecured subordinated indebtedness incurred by the Borrower (including in connection with any Permitted Acquisition) that (a) Guaranty Obligations arising under does not have a stated maturity before the Termination Date in effect as of the date such indebtedness is incurred, (b) has terms that are no more restrictive than the terms of this Credit Agreement and the other Credit Loan Documents, and (c) is subordinated to the Obligations on terms at least as favorable to the Lenders as the terms set forth on SCHEDULE 7.3 attached hereto, with such changes thereto as may be agreed to by the Agent (such Indebtedness being referred to herein as "PERMITTED SUBORDINATED INDEBTEDNESS"); (b) [Intentionally Omitted]; (civ) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (v) Indebtedness constituting Contingent Obligations in respect of Indebtedness otherwise permitted hereunder; (vi) Indebtedness arising from intercompany loans from the Borrower to any Controlled Subsidiary or from any Subsidiary to the Borrower or any Controlled Subsidiary; PROVIDED that in each case such Indebtedness is subordinated upon terms satisfactory to the Agent to the obligations of the Borrower and accrued expenses its Subsidiaries with respect to the Obligations; (vii) guaranties by the Borrower of Indebtedness permitted to be incurred by any Subsidiary; (viii) Indebtedness in respect of Hedging Obligations permitted under SECTION 7.3(Q); (ix) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Closing Date (including, as a result of the assumption of any such Indebtedness in connection with a Permitted Acquisition) to finance the acquisition of fixed assets, if (1) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed $5,000,000 in the aggregate outstanding at any time, and (5) any Lien securing such Indebtedness is permitted under SECTION 7.3(C) (such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (x) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (dxi) Indebtedness owing by a Subsidiary of arising under the Borrower to the Borrower or another Subsidiary of the BorrowerGuaranty; (exii) purchase money Indebtedness of a Subsidiary consisting of tax-advantaged industrial revenue bond, industrial development bond or other similar financings assumed in connection with (but not incurred in connection with or in anticipation of) a Permitted Acquisition; (xiii) other Indebtedness (including Capital Leasesother than working capital financing including, without limitation, Permitted Floor Plan Financing) 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) existing 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 New Subsidiary at the time of the Permitted Acquisition thereof (but not incurred in connection or in anticipation of such refinancing;Permitted Acquisition) the outstanding principal balance of which does not exceed ten percent (10%) of the book value of the assets acquired as a result of such Permitted Acquisition; and (fxiv) Indebtedness arising from Permitted Receivables Financings relating to the purchase of manufactured homes for inventory through "floor plan" credit facilities in an amount as of the end of any fiscal quarter not to exceed twenty-five percent (25%) of Adjusted Revenues for the four quarter period then ended ("PERMITTED FLOOR PLAN FINANCING"); and (xv) other Indebtedness in addition to that referred to elsewhere in this SECTION 7.3(A) incurred by the Borrower in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 5,000,000 in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other than:except; (a) Guaranty the Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations arising under this Credit Agreement of the Borrower and the other Credit Documentsits Subsidiaries; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business; (d) Indebtedness owing by a Subsidiary of the Borrower owed pursuant to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Hedge Agreements entered into in the ordinary course of business and not for speculative purposespurposes with Persons other than Lenders (or their Affiliates); (hc) Any guaranty intercompany Indebtedness among the Borrower and its Subsidiaries to the extent permitted by Section 6.14; (d) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that the aggregate principal amount of Indebtedness outstanding under this paragraph (d) shall not exceed $10,000,000.00 at any time; (e) Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition Borrower and was its Subsidiaries not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date otherwise permitted by Foreign Subsidiaries this Section in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 100,000,000.00 in the aggregate at any one time outstanding; (f) Contingent Obligations incurred by (i) any Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; (g) Contingent Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees or distribution partners; (i) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (i) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition; (j) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with Permitted Acquisitions or other investments permitted under Section 6.14; (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (l) Indebtedness of the Borrower or any Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (m) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent contractors of the Borrower (or its direct or indirect parent) and its Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with the Transactions or any Permitted Acquisition or other investment permitted under Section 6.14; (n) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Borrower permitted by Section 6.15; (o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (p) Capitalized Lease Obligations and other Indebtedness arising under Capital Leases to the extent permitted to be incurred pursuant to the Transition Services Agreement (as defined in the Master Investment Agreement), (q) Indebtedness of the Borrower and its Subsidiaries in existence on the Closing Date and set forth in all material respects on Schedule 6.11; (r) Indebtedness incurred by the Borrower or any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (s) Indebtedness of the Borrower or any Subsidiary incurred to finance any Acquisition or investment permitted under Section 6.14 in an aggregate principal amount or liquidation preference equal to 100% of the net cash proceeds received by the Borrower and its Subsidiaries since immediately after the Closing Date from the issue or sale of equity interests of the Borrower or cash contributed to the capital of the Borrower (in each case, other than proceeds of sales of equity interests to, or contributions received from, the Borrower or any of its Subsidiaries and other than the Cure Amount); (t) the incurrence by the Borrower or any Subsidiary of Indebtedness which serves to refund or refinance any Indebtedness permitted under clauses (d), (p), (q), (s) and (u) of this Section 6.11 or any Indebtedness issued to so refund, replace or refinance such Indebtedness, including, in each case, additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded, and (C) shall not include Indebtedness of a non-Loan Party that refinances Indebtedness of a Loan Party; (u) Indebtedness of (x) the Borrower or a Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Borrower or any Subsidiary or merged into the Borrower or a Subsidiary in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such acquisition so long as: (A) no Default exists or shall result therefrom; (B) any Indebtedness incurred in reliance on clause (x) of this Section 6.11(u) shall not be secured by a Lien and shall not mature or require any payment of principal, in each case, prior to the date which is 91 days after the maturity date of the Term A and B Loans as set forth in Sections 2.7(a) and (b); and (lC) other unsecured any Indebtedness incurred in reliance on clause (y) of this Section 6.11(u) and either (1) the aggregate principal amount of such Indebtedness that is secured by any Lien, together with all Refinancing Indebtedness in an respect thereof, shall not exceed $100,000,000.00 or (2) after giving Pro Forma Effect to such acquisition or merger, the Leverage Ratio is less than or equal to the Leverage Ratio immediately prior to such acquisition or merger; (v) Indebtedness of the Borrower or any of its Subsidiaries supported by a Letter of Credit in a principal amount not to exceed $200,000,000the face amount of such Letter of Credit; (w) all customary premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the aggregate, at any one time outstandingeach of Sections 6.11(a) through 6.11(v) above.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume assume, permit, guarantee or permit otherwise become or remain, directly or indirectly, liable with respect to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under Indebtedness pursuant to this Credit Agreement and the other Credit DocumentsLoan Documents together with Indebtedness to issuers of letters of credit that are the subject of L/C Guarantees; (b) [Intentionally Omitted]Capital Lease Obligations, purchase money or mortgage financing to fund Capital Expenditures, to the extent permitted under Section 7.20; (c) Indebtedness purchase money financing in respect of current accounts payable buses and accrued expenses incurred in the ordinary course of businessother motor vehicles that are not Vehicles; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerExisting Indebtedness; (e) 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 outstandingin respect of Hedging Obligations; (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;Schedule 1, Pg. ▇▇ ▇▇ (f▇) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding▇▇▇ Laid▇▇▇ ▇▇▇de Payables; (g) intercompany Indebtedness evidenced between or among Borrower and any of its Wholly Owned Restricted Subsidiaries; provided that any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by Hedging Agreements entered into in a Person other than Borrower or a Wholly Owned Restricted Subsidiary of Borrower, or any sale or other transfer of any such Indebtedness to a Person that is neither Borrower nor a Wholly Owned Restricted Subsidiary of Borrower, shall be deemed to constitute an incurrence of such Indebtedness by Borrower or such Restricted Subsidiary, as the ordinary course of business and not for speculative purposescase may be; (h) Any guaranty the incurrence by Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of the Borrower;which are used to extend, refinance, renew, replace, defease or refund Indebtedness that was permitted by this Agreement to be incurred; and (i) Indebtedness incurred after the Closing Date in connection with the acquisition as a result of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof;guarantee obligations permitted under Section 7.6. (j) additional Indebtedness existing on the date hereof of Borrower and its Restricted Subsidiaries so long as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereofi) in the aggregate case of additional Indebtedness incurred by Borrower, the Consolidated Interest Coverage Ratio for Borrower's most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at any time outstanding; and least 2.0 to 1, determined on a pro forma basis (lincluding a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period and (ii) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregatecase of additional Indebtedness incurred by any Restricted Subsidiary, the Consolidated Interest Coverage Ratio for Borrower's and such Restricted Subsidiary's (on a consolidated basis with its Subsidiaries which are Restricted Subsidiaries) most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date or which such additional Indebtedness is incurred would have been at any one time outstandingleast 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as of the additional Indebtedness has been incurred at the beginning of such four-quarter period.

Indebtedness. The Borrower Such Obligor will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other thanwhether directly or indirectly, except: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness existing on the date hereof and set forth in Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Lender; (c) Indebtedness in respect of current accounts payable to trade creditors for goods and accrued expenses services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (d) unsecured Indebtedness consisting of Guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business; (de) unsecured Indebtedness owing by a Subsidiary of an Obligor, including in respect of Guarantees owed, to any other Obligor; provided that, in each case, such Indebtedness is subject to the terms of the Borrower to the Borrower or another Subsidiary of the BorrowerIntercompany Subordination Agreement; (ef) purchase money Indebtedness normal course of business equipment financing (including Capital Leases) to finance the Lease Obligations and purchase of fixed assets (including equipmentmoney debt); provided that (i) if any such financing is secured, the total collateral therefor shall consist solely of all the assets being financed pursuant to such financing, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness incurred pursuant to clause (f) shall not exceed an aggregate principal amount of $100,000,000 3,000,000 (less any purchase money Indebtedness incurred by or the BorrowerEquivalent Amount in other currencies) 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingaggregate; (g) unsecured Indebtedness evidenced by under Hedging Agreements entered into in the ordinary course of business and not for speculative purposespermitted by Section 9.05(f); (h) Any guaranty of Indebtedness under a revolving credit line secured solely by accounts receivable of the BorrowerBorrower and its Subsidiaries and proceeds thereof and no other property or assets; provided that the loan documents with respect to such Indebtedness shall be in form and substance reasonably satisfactory to the Lender (in its sole discretion) and such Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Lender (in its sole discretion); provided, further, that the aggregate outstanding principal amount of such Indebtedness in respect of such revolving credit line does not exceed $3,000,000 (or the Equivalent Amount in other currencies) at any time; (i) Indebtedness incurred after in order to finance the Closing Date payment of insurance premiums in connection with the acquisition ordinary course of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofbusiness; (j) unsecured Indebtedness existing on subordinated in right of payment and action to the date hereof as set forth on Schedule 8.1Obligations pursuant to documentation in form and substance satisfactory to the Lender (in its sole discretion); provided that the aggregate outstanding principal amount of such unsecured subordinated Indebtedness shall not exceed $2,000,000 (or the Equivalent Amount in other currencies) at any time; (k) other unsecured Indebtedness incurred after not exceeding, in the Closing Date by Foreign aggregate, at any time outstanding $500,000; (l) unsecured Indebtedness from the use of the Borrower’s or its Subsidiaries credit cards in an amount the ordinary course of business not to exceed exceeding, in the aggregate, at any time outstanding $400,000,000 1,000,000; and (or i) unsecured Indebtedness consisting of seller notes, earn-outs and similar obligations in connection with any Permitted Acquisition (other than the Dollar equivalent thereof) Surf Acquisition), not exceeding, in the aggregate at any time outstanding, $3,000,000 and (ii) the Surf Earnout; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000provided that, in each case, such Indebtedness shall not exceed 50% of the aggregateoriginal purchase price of the Permitted Acquisition to which such Indebtedness is applicable; provided that, at any one time outstandingno Indebtedness otherwise permitted by clauses (f), (j), (k) or (m) of this Section 9.01 shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or could reasonably be expected to result therefrom.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractIncur, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness created hereunder and under this Credit Agreement and the other Credit DocumentsLoan Documents including any Incremental Term Facility and, in each case, Permitted Refinancing Indebtedness in respect thereof; (b) [Intentionally Omitted]Indebtedness in respect of any Revolving Credit Facility in an aggregate principal amount not to exceed $200 million at any time outstanding (plus, to the extent any such Revolving Credit Facility is entered into as Permitted Refinancing Indebtedness, the amount of any accrued and unpaid interest, premiums, fees and expenses in respect of the outstanding principal amount immediately prior to the incurrence of such Permitted Refinancing Indebtedness, and the amount of any reasonable fees and expenses incurred in connection with such Permitted Refinancing Indebtedness) at any time outstanding; (c) Indebtedness in respect Current liabilities of current accounts payable and accrued expenses the Borrower or its Restricted Subsidiaries incurred in the ordinary course of businessbusiness that is extended in connection with the normal purchases of goods and service; (d) Indebtedness owing by of any Person that becomes a Restricted Subsidiary of the Borrower, to the extent such Indebtedness is outstanding at the time such Person becomes a Restricted Subsidiary of the Borrower to and was not incurred in contemplation thereof, and Indebtedness assumed by the Borrower or another any Restricted Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the Borrowerassets or acquisition that results in the ownership of greater than fifty percent (50%) of the Qualified Capital Stock of a Person) of another Person and, in each case, Permitted Refinancing Indebtedness in respect thereof; provided, that, at the time of and immediately after giving effect to the incurrence or assumption of such Indebtedness or Permitted Refinancing Indebtedness and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred or assumed pursuant to this Section 6.01(d), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Restricted Subsidiaries (and such Person on a pro forma basis) then most recently ended; (e) purchase money Indebtedness (including Capital Leases) in the form of claims for labor, materials and supplies to finance the purchase of fixed assets (including equipment); provided extent that (i) the total of all such Indebtedness payment therefor 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 (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingpast due; (f) Indebtedness all reimbursement obligations of such Person arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate under undrawn letters of credit (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financingsincluding standby and commercial), at any one time outstanding; (g) Indebtedness evidenced solely resulting from a pledge of the membership interests or other equity interests in an Unrestricted Subsidiary (other than EQM or any of its Subsidiaries) owned by Hedging Agreements entered into in the ordinary course Borrower or a Restricted Subsidiary securing indebtedness of business and not for speculative purposessuch Unrestricted Subsidiary; (h) Any guaranty of other Indebtedness of the BorrowerBorrower so long as, (i) no Default or Event of Default exists at the time such Indebtedness is incurred, (ii) such Indebtedness shall not mature and no regularly scheduled payments of principal shall be required to be made thereon, in each case, prior to the date that is 91 days after the then Final Maturity Date, and (iii) immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, and the Borrower would be in pro forma compliance with the Financial Performance Covenant; (i) other Indebtedness incurred after of the Closing Date Borrower not otherwise permitted by this Section 6.01 in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior an aggregate principal amount outstanding not to such acquisition and was not created in anticipation thereofexceed $50.0 million at any time outstanding; (j) intercompany Indebtedness existing owed (i) by any Loan Party to another Loan Party, (ii) by a Loan Party to a non-Loan Party Restricted Subsidiary (provided, that such Indebtedness in this clause (ii) shall be subordinated to the Obligations on terms reasonably satisfactory to the date hereof as set forth on Schedule 8.1;Administrative Agent), (iii) by a non-Loan Party Restricted Subsidiary to another non-Loan Party Restricted Subsidiary, and (iv) by a non-Loan Party Restricted Subsidiary to a Loan Party to the extent permitted under Section 6.04; and (k) Guarantees with respect to Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not permitted pursuant to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingthis Section 6.01.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, Subsidiary to create, incur, assume or permit suffer to exist or otherwise become or be liable in respect of any Indebtedness, Indebtedness other than:than (without duplication): (a) Guaranty Obligations arising under this Indebtedness in respect of the Loans, the Letters of Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with the provisions of Section 6.04 or which is being contested in good faith, by diligent proceedings, for which adequate reserves in accordance with GAAP shall have been set aside and accrued expenses incurred in the ordinary course of businesswith respect to which no Lien has attached; (d) Indebtedness owing by a Subsidiary in respect of the Borrower to the Borrower judgments or another Subsidiary awards not constituting an Event of the BorrowerDefault under Section 8.01(h); (e) purchase money Indebtedness (including Capital Leases) to finance for Borrowed Money secured by Liens permitted by Section 7.03(b), provided, however, that the purchase of fixed assets (including equipment); provided that (i) the total of all such Indebtedness shall not exceed an aggregate outstanding principal amount of $100,000,000 (less any purchase money Indebtedness incurred by the Borrowerpursuant to this clause (e) shall at any one no 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$75,000,000; (f) refinancings, renewals, replacements or extensions of Indebtedness arising from Permitted Receivables Financings permitted by clause (e), (g), (h) or (l), in an amount not greater than the amount required to exceed $600,000,000repay the Indebtedness so refinanced, including reasonable fees and premiums actually paid in connection therewith, and otherwise conforming to the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingterms of such clauses; (g) Indebtedness evidenced secured by Hedging Agreements entered into in the ordinary course of business and not for speculative purposesLiens permitted by Section 7.03(l); (h) Any guaranty of Indebtedness of Subsidiaries acquired after the BorrowerEffective Date existing at the time of such Acquisition or attaching to assets purchased as part of the purchase of all or substantially all the assets of a Person or any distinct business segment of a Person and not created in anticipation of such acquisition, so long as after giving effect to such Indebtedness no Default shall exist hereunder; (i) Indebtedness incurred after Contingent Liabilities in respect of any obligation of the Closing Date in connection with the acquisition of a Person Borrower or Property as long as such Indebtedness existed prior to such acquisition and was any Subsidiary not created in anticipation thereofprohibited by this Agreement; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1in respect of interest rate risk management agreements; (k) Indebtedness incurred after owing to the Closing Date by Foreign Subsidiaries in an amount Borrower or any other Subsidiary; (l) existing Indebtedness listed on Item 7.02(l) ("Existing Indebtedness") of the Disclosure Schedule; (m) Capitalized Lease Liabilities of the Obligors (other than the Borrower) that together with all Indebtedness outstanding under clause (o) and all Capitalized Lease Liabilities outstanding (other than Capitalized Lease Liabilities under clauses (h) and (l)) do not to exceed $400,000,000 (or the Dollar equivalent thereof) 75,000,000 in the aggregate outstanding at any time outstandingone time, so long as after giving effect to the incurrence of such Capitalized Lease Liabilities no Default shall exist hereunder; (n) Indebtedness represented by notes or letters of credit issued in connection with insurance policies and in a form substantially similar to the notes or letters of credit set forth in Item 7.02(n) ("Insurance Indebtedness") of the Disclosure Schedule and issued in connection with existing insurance policies of any Subsidiary; and (o) other Indebtedness that together with all Capitalized Lease Liabilities outstanding under clause (m) (other than Capitalized Lease Liabilities under clauses (h) and (l) other unsecured Indebtedness in an amount hereof) does not to exceed $200,000,000, 75,000,000 in the aggregate, aggregate outstanding at any one time outstandingtime, so long as after giving effect to the incurrence of such Indebtedness no Default shall exist hereunder.

Indebtedness. (a) The Borrower will not shall not, nor shall the Borrower permit any of its Subsidiaries Subsidiary to, contractdirectly or indirectly, create, incur, assume issue, assume, guarantee or permit otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to exist any Indebtedness (including Acquired Indebtedness); provided that the Borrower may incur Indebtedness (including Acquired Indebtedness and the issuance of shares of Disqualified Stock), and any Subsidiary may incur Indebtedness (including Acquired Indebtedness and the issuance of shares of Disqualified Stock), in each case, in an unlimited amount if (any Indebtedness incurred pursuant to the following clauses (A), (B) and (C), “Permitted Ratio Debt”): (A) with respect to Indebtedness secured by ▇▇▇▇▇ on any or all of the Collateral on a pari passu basis with the Liens on the Collateral that secure the Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting any cash received from such incurrence) would be no greater than either (x) 3.50 to 1.00 or (y) to the extent such Indebtedness is incurred in connection with a Permitted Acquisition, the First Lien Net Leverage Ratio (determined on a pro forma basis after giving effect to such Permitted Acquisition) for the Test Period most recently ended preceding the date of such incurrence immediately prior to giving effect to such incurrence; (B) with respect to Indebtedness constituting Junior Lien Debt secured by Liens on any or all of the Collateral that secures the Obligations, the Secured Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting any cash received from such incurrence) would be no greater than either (x) 5.00 to 1.00 or (y) to the extent such Indebtedness is incurred in connection with a Permitted Acquisition, the Secured Net Leverage Ratio (determined on a pro forma basis after giving effect to such Permitted Acquisition) for the Test Period most recently ended preceding the date of such incurrence would be no greater than the Secured Net Leverage Ratio immediately prior to giving effect to such incurrence; (C) with respect to Indebtedness that is not secured, either (x) the Total Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting any cash received from such incurrence) would not exceed 5.00 to 1.00 (including in connection with an acquisition or other than:Investment permitted under this Agreement) or (y) to the extent such Indebtedness is incurred in connection with a Permitted Acquisition, the Total Net Leverage Ratio (determined on a pro forma basis after giving effect to such Permitted Acquisition) for the Test Period most recently ended preceding the date of such incurrence would be no greater than the Total Net Leverage Ratio immediately prior to giving effect to such incurrence; in each case, determined on a pro forma basis; provided further that Permitted Ratio Debt (other than Permitted Ratio Debt assumed in connection with a Permitted Acquisition (and not incurred in contemplation thereof)) shall be subject to the following requirements (the following sub-clauses (1), (2), (3), (4) and (5) below, collectively, the “Specified Debt Requirements”): (1) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms which shall be determined by the Borrower) shall, at the option of the Borrower, to the extent not consistent with the Closing Date Term Loans and the 2025 Incremental Term Loans existing on the date that the applicable Indebtedness is incurred (a) be not materially more restrictive to the Borrower when taken as a whole (as determined by the Borrower in good faith) than the terms of the Closing Date Term Loans and the 2025 Incremental Term Loans except, in the case of this clause (a), with respect to covenants and other terms applicable only to periods after the Latest Maturity Date in effect immediately prior to the incurrence of the Indebtedness or (b) if the foregoing clause (a) is not satisfied, be reasonably satisfactory to the Administrative Agent (provided that, at the Borrower’s election, to the extent any term or provision is added for the benefit of the lenders under any such applicable Indebtedness that constitutes a term loan or notes, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Closing Date Term Lenders and the 2025 Incremental Term Loan Lenders (and, for the avoidance of doubt, such term shall be deemed reasonably satisfactory to the Administrative Agent); (2) such Indebtedness shall (i) not mature earlier than the Original Term Loan Maturity Date and (ii) have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans and the 2025 Incremental Term Loans outstanding on the date of incurrence of such Indebtedness; (3) no Subsidiary that does not constitute a Loan Party may incur Permitted Ratio Debt if, on a pro forma basis after giving effect thereto, the aggregate outstanding principal amount and liquidation preference of Permitted Ratio Debt incurred by Subsidiaries that do not constitute Loan Parties would exceed the Non-Loan Party Cap; (4) any mandatory prepayments of (a) any Permitted Ratio Debt in the form of term loans or notes, as applicable, that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral that secure the Obligations or is not secured may not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder or pursuant to the terms of any Permitted Ratio Debt that is secured on a pari passu basis with the Obligations under this Agreement, first made or offered to the holders of the Closing Date Term Loans and the 2025 Incremental Term Loans (provided that, for the avoidance of doubt, mandatory prepayments may be made in connection with any refinancing of Permitted Ratio Debt permitted hereunder) and (b) any Permitted Ratio Debt that is secured by the Collateral on a pari passu basis with the Obligations under this Agreement in respect of events described in Section 2.05(2)(a), (b) and (c)(i) may be made on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis (provided that mandatory prepayments may be made on a greater than a pro rata basis with respect to repayments made in connection with any refinancing of any Permitted Ratio Debt permitted hereunder) with the Term Loans; and (a) Guaranty the MFN Provision shall apply to any Permitted Ratio Debt that is secured by the Collateral on a pari passu basis with the Obligations arising under this Credit Agreement as if such Permitted Ratio Debt was an Incremental Term Loan (for the avoidance of doubt, whether or not such Permitted Ratio Debt is in the form of loans or notes (including whether or not such loans or notes are broadly distributed or widely syndicated)) and (b) the other Credit Documents;ROFO Provision shall apply to any Permitted Ratio Debt as if such Permitted Ratio Debt was an Incremental Term Loan (for the avoidance of doubt, whether or not such Permitted Ratio Debt is in the form of loans or notes (including whether or not such loans or notes are broadly distributed or widely syndicated)); provided that the Specified Debt Requirements above shall not prohibit the inclusion of customary terms for “bridge” facilities or facilities funded into customary escrow arrangements, including customary mandatory prepayment, repurchase or redemption provisions. (b) the foregoing clause (a) shall not apply to the following: (1) Indebtedness of the Borrower and of its Subsidiaries under the Loan Documents (including Incremental Loans and Extended Loans); (2) [Intentionally Omittedreserved]; (c3) the incurrence of Indebtedness by the Borrower and any Subsidiary in existence on the Effective Date or the Closing Date listed on Schedule 7.02 (as such schedule may be modified or supplemented by the Borrower on or prior to the Closing Date with the reasonable consent of the Administrative Agent acting at the direction of the Required Lenders) (excluding Indebtedness described in the preceding clause (1) and clause (25) below); (4) Indebtedness (including Capitalized Lease Obligations, Purchase Money Obligations and Existing Equipment Financings) incurred or issued by the Borrower or any other Loan Party and Preferred Stock issued by any Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof and all other Indebtedness or Preferred Stock incurred or issued and outstanding under this clause (4), and any Refinancing Indebtedness of current accounts payable the Indebtedness referred to in this clause (4), at such time not to exceed $200,000,000; (5) Indebtedness incurred by the Borrower or any Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, completion guarantees warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry practice, including in respect of workers’ compensation claims, performance, completion, bid, appeal or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice; (6) the incurrence of Indebtedness arising from agreements of the Borrower or any Subsidiary providing for (x) indemnification or adjustment of purchase price or similar obligation, (y) Earnouts, or (z) any promissory note or notes or similar seller financing issued by Borrower or a Subsidiary, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that any payments of interest in respect of any such notes or financing under clause (z) shall not be cash-pay; (7) the incurrence of Indebtedness of the Borrower owing to a Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Subsidiary); provided that any such Indebtedness for borrowed money owing to a Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans pursuant to the Intercompany Subordination Agreement; provided further that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Subsidiary ceasing to be a Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Subsidiary or any collateral pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (7); (8) the incurrence of Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Borrower or any Subsidiary) to the extent permitted by Section 7.05; provided that any such Indebtedness for borrowed money incurred by a Guarantor and accrued expenses owing to a Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor pursuant to the Intercompany Subordination Agreement; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Subsidiary ceasing to be a Subsidiary or any such subsequent transfer of any such Indebtedness (except to the Borrower or a Subsidiary or any collateral pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8); (9) the issuance of shares of Preferred Stock or Disqualified Stock of a Subsidiary issued to the Borrower or a Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Borrower or another Subsidiary or any collateral pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (9); (10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) in respect of Hedge Agreements designed to hedge against fluctuations in interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business; (d11) [reserved]; (12) the incurrence of Indebtedness owing by a Subsidiary of the Borrower to and Indebtedness or Preferred Stock of the Borrower or another any Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12), together with any Refinancing Indebtedness in respect thereof, does not exceed the greater of (i) $30,000,000 and (ii) 3.0% of Total Assets (or after the Adjusted EBITDA Grower Trigger Date, 30.0% of Adjusted EBITDA) as of (or for) the most recently ended Test Period (calculated on a pro forma basis) of the Borrower; Borrower and its Subsidiaries at any one time outstanding (ewith such amount reduced by any amounts then outstanding and incurred pursuant to Section 2.14(4)(c)(I)) purchase money plus, without duplication, in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, an amount equal to the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and any defeasance costs and any fees and expenses (including Capital Leasesoriginal issue discount, upfront fees or similar fees) to finance incurred in connection with the purchase issuance of fixed assets (including equipment)such new Indebtedness or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness; 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 a Loan Party under this clause (12) may only be secured if secured by a Lien on the Borrower) at any one time outstanding; Collateral that is junior to the Liens securing the Obligations or may be unsecured and (ii) such no Subsidiary that does not constitute a Loan Party may incur Indebtedness when incurred shall not exceed the purchase price of the asset(sunder this clause (12) 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 refinancingNon-Loan Party Cap; (f13) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred incurrence by the Borrower arising from Permitted Receivables Financingsor any Subsidiary of Refinancing Indebtedness that serves to Refinance any Indebtedness permitted under clause (3) above, this clause (13) and clause (14), at or any one time outstanding; (g) successive Refinancing Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior respect to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.an

Indebtedness. The Borrower will Parent shall not, and shall not permit any of its Subsidiaries to, contract, create, incur, assume or permit assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, other than: (a) Guaranty Obligations arising Indebtedness hereunder and under this Credit Agreement and the other Credit DocumentsLoan Documents and any Indebtedness, if any, in relation to the Receivables Program; (b) [Intentionally Omitted]Indebtedness outstanding on the Closing Date and set forth on Schedule 6.2 hereto (including, without limitation, the Senior Notes and the Senior Subordinated Notes, including the guarantees thereof by the Parent, in the aggregate principal amount not in excess of $300,000,000); (c) Indebtedness of the Borrower or any of its Subsidiaries permitted under Section 6.6; (d) Indebtedness of the Borrower or any of its Subsidiaries with respect to Capital Leases and other purchase money Indebtedness, in respect each case incurred to finance Capital Expenditures permitted under Section 6.1(d), not in excess of current accounts payable $6,000,000 in the aggregate at any one time outstanding; provided that any such Indebtedness shall not exceed the purchase price or the fair market value of the asset so financed; (e) Other Indebtedness created, incurred or assumed by the Borrower after the date hereof not enumerated in clauses (a) through (d) above, provided that (i) the aggregate outstanding principal amount of such Indebtedness shall not exceed $50,000,000 at any one time outstanding (less the amount by which the remaining outstanding principal amount of the Existing Notes from time to time exceeds $1,000,000); (ii) up to $25,000,000 may be used for the increase of the Total Revolving Loan Commitment pursuant to Section 2.30; and accrued expenses (iii) to the extent the Indebtedness permitted to be incurred by this clause (e) is not utilized to increase the Total Revolving Loan Commitment, such Indebtedness shall be Permitted Subordinated Debt; (f) Indebtedness incurred in the ordinary course of business; business owed by (dx) Indebtedness owing by a Subsidiary Subsidiaries of the Borrower to the Borrower or another Subsidiary of the Borrower; (ey) purchase money Indebtedness (including Capital Leases) by any Loan Party 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingother Loan Party; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course Unsecured letters of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries credit in an aggregate stated amount not equal to exceed $400,000,000 (or the Dollar equivalent thereof) in L/C Sublimit minus the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.Letter of Credit Outstandings;

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, other than: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness in respect of the other Credit DocumentsObligations; (b) [Intentionally Omitted]Indebtedness existing as of the Effective Date which is identified in Item 7.2.2(b) of the Disclosure Schedule, and any Refinancing of such Indebtedness; (c) unsecured and secured Indebtedness in respect of current accounts payable performance bonds and accrued expenses incurred reclamation bonds and cash deposits provided in the ordinary course of business; provided that the aggregate amount of all such secured Indebtedness outstanding pursuant to this clause shall not at any time exceed $9,000,000; (d) Indebtedness owing by a Subsidiary evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of the Borrower and its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the Borrower seller or another Subsidiary a third party) used in the ordinary course of business of the BorrowerBorrower and its Subsidiaries (provided that, such Indebtedness is incurred within 90 days of the acquisition of such property) and in respect of Capitalized Lease Liabilities; provided that, the aggregate amount of all Indebtedness outstanding pursuant to this clause shall not at any time exceed $10,000,000; (e) purchase money Indebtedness of any Subsidiary owing to the Borrower or any other Subsidiary; (f) unsecured Indebtedness of the Borrower owing to a Subsidiary that has previously executed and delivered to the Administrative Agent the Interco Subordination Agreement (provided that, no payment of principal or interest shall be made in respect of such Indebtedness if a Default or Event of Default has occurred and is then continuing or would result therefrom); (g) unsecured Subordinated Debt and/or Designated Preferred Stock of the Borrower incurred pursuant to the terms of the Subordinated Debt Documents or Designated Preferred Stock Documents, as applicable, in an aggregate amount of debt principal and preferred stock liquidation value not to exceed $200,000,000, and Refinancings of such Subordinated Debt which continue to satisfy the terms of the definition of "Subordinated Debt"; provided that the Administrative Agent shall have received prior to the incurrence thereof a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such incurrence (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Section 7.2.4; (h) Indebtedness of a Subsidiary (including Capital Leasesa Subsidiary acquired pursuant to a Permitted Acquisition) of the Borrower, provided that no Obligor is providing any credit support for, or a guarantee of, any such Indebtedness, and such Indebtedness is for all purposes non-recourse to finance the purchase Obligors and their respective assets; (i) unsecured Indebtedness of fixed assets the Borrower not to exceed $10,000,000 at any one time outstanding; provided that not more than $4,000,000 of such Indebtedness can mature prior to the Stated Maturity Date (including equipmentit being understood that scheduled repayments with respect to such Indebtedness in an aggregate amount not exceeding $4,000,000 shall be permitted prior to the Stated Maturity Date), (b) the events of default, financial covenants and covenants relating to Indebtedness, Liens, Investments, Restricted Payments and Dispositions (and the definitions used therein) with respect to such Indebtedness are no more restrictive on the Borrower and its Subsidiaries than the terms of the Loan Documents and (c) the Administrative Agent shall have received a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such incurrence (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such incurrence and evidencing compliance with the covenants set forth in Section 7.2.4 and certifying as to the satisfaction of the conditions set forth in the preceding subclauses (a) and (b); (j) unsecured Indebtedness of the Borrower in respect of a guarantee of project financing indebtedness of a wholly owned Subsidiary; provided that (i) the total Administrative Agent is satisfied that such guarantee will be for all purposes non-recourse to the Borrower and its assets upon completion 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; related project and (ii) such Indebtedness when incurred the Administrative Agent shall not exceed have received prior to the purchase price of the asset(s) financed; execution and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time delivery of such refinancing; guarantee a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such execution and delivery (f) Indebtedness arising from Permitted Receivables Financings prepared in an amount not to exceed $600,000,000, good faith and in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business a manner and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection using such methodology which is consistent with the acquisition of a Person or Property as long as such Indebtedness existed prior most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such acquisition guarantee and was not created in anticipation thereof; (j) Indebtedness existing on evidencing compliance with the date hereof as covenants set forth on Schedule 8.1in Section 7.2.4; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 consisting of Earn-out Obligations; provided that such Earn-out Obligations are unsecured; (or the Dollar equivalent thereofl) in the aggregate at any time outstandingHedging Obligations under Hedging Agreements permitted under Section 7.2.14; and (lm) other unsecured Indebtedness in an amount not to exceed $200,000,000, secured by Capital Securities of Alamos Gold Inc. held in the aggregatename of the Borrower or any of its Subsidiaries; provided that such Indebtedness is for all purposes non-recourse to the Borrower and its other assets; provided that no Indebtedness otherwise permitted by clauses (e), at any one time outstanding(g), (h), (i), (j) or (m) shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

Indebtedness. The Borrower will shall not, and shall not permit Parent or any of its Subsidiaries Restricted Subsidiary to, contractincur, create, incurassume, assume become or be liable in any manner with respect to, suffer or permit to exist 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) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]purchase money Indebtedness (including Capital Leases) arising after the date hereof to the extent secured by purchase money security interests in Equipment (including Capital Leases) and Inventory and purchase money mortgages on Real Property so long as such security interests and mortgages do not apply to any property of Borrower or any Restricted 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) guarantees by Parent or any Restricted Subsidiary of Borrower of the Obligations in favor of Agent or any Lender; (d) Indebtedness of Borrower or any Restricted Subsidiary in respect connection with any Hedging Obligations; provided, that, such Hedging Obligations are with banks or other financial institutions that have combined capital and surplus and undivided profits of current accounts payable not less than $250,000,000 and accrued expenses are not for speculative purposes and such Indebtedness shall be unsecured; (e) Indebtedness of Parent, Borrower or any Restricted Subsidiary the net proceeds of which are used, at a time when no Event of Default exists and is continuing, to refinance existing Indebtedness under the Indentures; (f) Permitted Intercompany Indebtedness; (g) Indebtedness of Parent, Borrower or any Restricted Subsidiary incurred in connection with Floor Plan Financing Lines in the ordinary course of business; (dh) unsecured Indebtedness owing by a of Borrower or any Restricted Subsidiary arising after the date hereof to any third person (other than Indebtedness otherwise permitted under this Section 9.9), provided, that, each of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that following conditions is satisfied as determined by Agent: (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 (iii) no such Indebtedness shall be refinanced for a principal amount on terms and conditions acceptable to Agent and shall be subject and subordinate in excess right of payment to the right of Agent to receive the prior indefeasible payment and satisfaction in full payment of all of the principal balance outstanding thereon at Obligations pursuant to the time 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 Borrower or any Restricted Subsidiary to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such refinancing; 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, (fiii) 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 arising from Permitted Receivables Financings and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (v) Borrower shall not, and shall not allow any Restricted Subsidiary to, 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 and each Restricted Subsidiary 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 an amount not respect thereof, or to exceed $600,000,000, in the aggregate forgive or cancel any portion of such Indebtedness (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financingsother than pursuant to payments thereof), at or to reduce the interest rate or any one time outstanding; fees in connection therewith, or (gB) redeem, retire, defease, purchase or otherwise acquire such Indebtedness evidenced (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (iv) Borrower shall furnish to Agent all notices or demands in connection with such Indebtedness either received by Hedging Agreements entered into in Borrower or any Restricted Subsidiary or on its behalf promptly after the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of receipt thereof, or sent by Borrower or on its behalf concurrently with the Borrowersending thereof, as the case may be; (i) the Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; 9.9 to the Information Certificate; provided, that, (ki) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at Borrower and any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.Restricted Subsidiary may only make regularly scheduled

Indebtedness. The Borrower Company will not, and will not permit any of its the Subsidiaries to, contract, directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any IndebtednessIndebtedness (other than Contingent Obligations permitted by Section 8.6 below), other thanexcept for: (a) Guaranty Obligations arising under this the Revolving Credit Agreement and the other Credit DocumentsObligations; (b) [Intentionally Omitted]up to the aggregate sum of $15,000,000 outstanding at any time in (i) secured nonrecourse Indebtedness, (ii) secured or unsecured capital lease or purchase money Indebtedness incurred to finance the acquisition of capital assets or real estate in connection with the business of the Company or any Restricted Subsidiary, provided that such Indebtedness (A) has a scheduled maturity and is not due on demand and (B) is secured only by the property being purchased and does not exceed the purchase price thereof, and (iii) non-facility letters of credit for which the Administrative Agent has established a reserve against the Borrowing Base in the aggregate stated amount of all such letters of credit; (c) Indebtedness unsecured indebtedness subordinated to the Revolving Credit Commitments, which shall be subordinated in respect of current accounts payable and accrued expenses incurred in a manner satisfactory to the ordinary course of businessAdministrative Agent; (d) Hedging Obligations or other Indebtedness owing to a Lender evidenced by a Subsidiary interest rate agreements in respect of interest rate, swap, collar, cap or similar agreements pursuant to which the Borrower to Company ▇▇▇▇▇▇ its actual interest rate exposure under the Borrower or another Subsidiary of the Borrower;Revolving Loans; and (e) purchase money intercompany Indebtedness (including Capital Leases) incurred by any Restricted Subsidiary 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; Company or to (ii) any Restricted Subsidiary wholly owning such Restricted Subsidiary; provided, however, that such Indebtedness when incurred shall constitutes an Investment permitted by Section 8.11 of this Agreement and does not cause the Company and its Subsidiaries to exceed the purchase price Maximum New Market Investment Amount. 10. Section 8.7, “Operating Lease Rentals,” of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount Credit Agreement is hereby amended to recite in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property its entirety as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.follows:

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (bii) [Intentionally Omitted]Indebtedness evidenced by the Senior Notes; (ciii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness; (iv) Indebtedness in respect of current accounts payable obligations secured by Customary Permitted Liens; (v) Indebtedness constituting Contingent Obligations permitted by SECTION 7.3(E); (vi) Indebtedness arising from intercompany loans (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary and accrued expenses (b) intercompany loans from the Borrower to its Subsidiaries permitted under SECTION 7.3(S); (vii) Indebtedness in respect of Hedging Obligations permitted under SECTION 7.3(Q); (viii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Original Closing Date to finance the acquisition of fixed assets, if (1) at the time of such incurrence, no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed (a) $500,000 in the aggregate outstanding at any time for the Borrower and SEI and (b) $3,500,000 in the aggregate outstanding at any time for the Borrower's Subsidiaries other than SEI, and (5) any Lien securing such Indebtedness is permitted under SECTION 7.3(C) (such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (ix) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (da) Indebtedness owing by a Subsidiary in respect of judgments or awards other than in connection with the Borrower to Disclosed Disputes which have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which the Borrower or another Subsidiary its Subsidiary, as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review) and which does not, in the aggregate, exceed $1,000,000 and (b) Indebtedness in respect of judgments or awards in connection with the Disclosed Disputes to the extent permitted in SECTION 1(b) of the Borrower;Disclosure Letter; and (exi) 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's foreign Subsidiaries in addition to that referred to elsewhere in this SECTION 7.3(A) 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) Indebtedness arising from Permitted Receivables Financings in an outstanding principal amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) 5,000,000 in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in for the aggregate, at any one time outstandingBorrowers' foreign Subsidiaries.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations obligations (contingent or otherwise) existing or arising under this Credit any Secured Hedge Agreement, 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 currency exchange rates and (ii) such Secured Hedge Agreement and does not contain any provision exonerating the other Credit Documentsnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) [Intentionally Omitted]Indebtedness under the Loan Documents; (c) Indebtedness in respect of current accounts payable and accrued expenses inter-company advances or inter-company receivables between one or more Credit Parties; (d) to the extent constituting Indebtedness, Guaranties permitted pursuant to Section 7.03; (e) liabilities incurred in the ordinary course of businessbusiness relating to Participations, other contingent compensation and/or Residuals incurred with respect to the production, distribution, acquisition or other exploitation of Covered Products; (df) Indebtedness owing by of a Subsidiary of the Borrower Credit Party to the Borrower or another Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) an Approved Co-Financier in relation to finance the purchase of fixed assets (including equipment)a Covered Product; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount is non-recourse to the assets of $100,000,000 (less any purchase money Indebtedness incurred by the Borrower) at any one time outstanding; Credit Parties other than with respect to the applicable Covered Product being co-financed between the Credit Party and such Approved Co-Financier and (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred if required by the Borrower arising from Permitted Receivables Financings)Administrative Agent, at any one time outstandinga Co-Financing Intercreditor Agreement has been received by the Administrative Agent with respect to such co-financing; (g) Indebtedness evidenced by Hedging Agreements entered into unsecured liabilities for acquisitions of rights in any Covered Product and trade payables in each case incurred in the ordinary course of business and payable on normal trade terms and not for speculative purposesotherwise prohibited hereunder; (h) Any guaranty of Indebtedness of the Borrowerarising in connection with transactions permitted under Section 7.22; (i) Indebtedness incurred after to the Closing Date in connection with extent constituting Indebtedness, amounts payable to a Completion Guarantor from the acquisition proceeds of a Person or Property as long as such Indebtedness existed prior Covered Product to recoup its contribution of completion sums to such acquisition Covered Product and was not created in anticipation thereofother amounts recoupable by such Completion Guarantor with regard to such Covered Product pursuant to the terms of the applicable Completion Bond; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, contractdirectly or indirectly, create, incur, assume issue, assume, guarantee or permit otherwise become directly or indirectly liable, contingently or otherwise, with respect to exist (collectively, “incur”) any IndebtednessIndebtedness (including Acquired Debt), other than: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit Documents;Borrower will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Borrower may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended Calculation Period immediately preceding the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00:1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness (including Acquired Debt) had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such Calculation Period. (b) [Intentionally Omitted]The provisions of Section 10.04(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) (A) the incurrence of Indebtedness and Letters of Credit hereunder and under the other Credit Documents (other than any Indebtedness and Letters of Credit arising from Commitments pursuant to and in accordance with Section 2.15) and (B) the incurrence by the Borrower and/or any Subsidiary Guarantor of Indebtedness and letters of credit under other Credit Facilities and Indebtedness and Letters of Credit arising from Commitments pursuant to and in accordance with Section 2.15 in an aggregate principal amount at any one time outstanding (as measured on each date of an incurrence pursuant to this clause (i)(B)) under this clause (i)(B) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and its Restricted Subsidiaries thereunder) not to exceed the Maximum Incremental Facilities Amount; (cii) the incurrence by the Borrower and its Restricted Subsidiaries of the Existing Indebtedness and any Permitted Refinancing Indebtedness incurred in respect thereof; (iii) the incurrence by the Borrower and the Subsidiary Guarantors of Indebtedness represented by any Credit Agreement Refinancing Indebtedness; (iv) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement or lease of property (real or personal), plant or equipment used or useful in the business of the Borrower or any of its Restricted Subsidiaries or incurred within 270 days thereafter, in an aggregate principal amount at any time outstanding (as measured on the date of each incurrence of Indebtedness pursuant to this clause (iv), but at that time including for purposes of calculation any then outstanding Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (iv)), not to exceed the greater of (A) $500,000,000 and (B) 5.0% of Consolidated Total Assets; (v) the incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than Intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 10.04(a) or Sections 10.04(b)(ii), (iii), (iv), (v), (xv), (xvi), (xvii) and (xxiii); (vi) the incurrence by the Borrower or any of its Restricted Subsidiaries of Intercompany Indebtedness between or among the Borrower and any of its Restricted Subsidiaries; provided, however, that: (A) if the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of the Obligations; and (B) (x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower and (y) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the issuance by any of the Borrower’s Restricted Subsidiaries to the Borrower or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Borrower or a Restricted Subsidiary; and (B) any sale or other transfer of any such preferred stock to a Person that is not either the Borrower or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (vii); (viii) the incurrence by the Borrower or any of its Restricted Subsidiaries of Hedging Obligations (including any upfront payments paid in connection therewith), in each case, entered into by the Borrower or any Restricted Subsidiary, in the ordinary course of business, or, with respect to any such Hedging Obligations constituting Commodity Hedging Agreements, entered into by the Borrower or any Restricted Subsidiary in the ordinary course of current accounts payable business or otherwise consistent with Prudent Industry Practice in order to manage fluctuations in the price or availability to the Borrower or any Restricted Subsidiary of any commodity and/or manage the risk of adverse or unexpected weather conditions; (ix) the guarantee by (A) the Borrower or any of the Subsidiary Guarantors of Indebtedness of the Borrower or a Subsidiary Guarantor that was permitted to be incurred by another provision of this Section 10.04; and accrued expenses incurred (B) any Excluded Subsidiaries of Indebtedness of any other Excluded Subsidiary; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Obligations, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (x) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness arising from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business; (dxi) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness owing in respect of (x) self-insurance obligations, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims and (y) warehouse receipts or similar instruments, performance and surety bonds provided by the Borrower or a Restricted Subsidiary in the ordinary course of business or in connection with judgments that do not result in an Event of Default and obligations in respect of performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries; in each case created or issued in a manner consistent with past practice; (xii) the incurrence of Non-Recourse Debt by any Excluded Project Subsidiary; (xiii) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Borrower or any Restricted Subsidiary of the Borrower to providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of any Subsidiary; provided that the aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition; (xiv) the incurrence by the Borrower or another any Restricted Subsidiary of one or more credit facilities (which shall be in the Borrower; (eform of credit default swap-collateralized facilities, letter of credit facilities, or other revolving credit facilities) 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 in 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 outstanding not to exceed the purchase price greater of the asset(s(A) financed; $500,000,000 and (iiiB) no such Indebtedness shall be refinanced for a principal amount in excess 5.0% of the principal balance outstanding thereon at the time of such refinancingConsolidated Total Assets; (fxv) Indebtedness, Disqualified Stock or preferred stock of Persons or assets that are acquired by the Borrower or any Restricted Subsidiary of the Borrower or merged into the Borrower or a Restricted Subsidiary of the Borrower in accordance with the terms of this Agreement; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of, or to finance, such acquisition or merger; provided, further, that after giving effect to such acquisition or merger, either: (A) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 10.04(a); or (B) the Fixed Charge Coverage Ratio would be no less than immediately prior to such acquisition or merger; (xvi) Environmental CapEx Debt; provided that prior to the incurrence of any Environmental CapEx Debt, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate designating such Indebtedness as Environmental CapEx Debt; (xvii) Indebtedness arising from Permitted Receivables Financings incurred to finance Necessary Capital Expenditures; provided that prior to the incurrence of any Indebtedness to finance Necessary Capital Expenditures, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate designating such Indebtedness as Necessary CapEx Debt; (xviii) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (A) the financing of insurance premiums and (B) take-or-pay obligations contained in an amount not to exceed $600,000,000supply arrangements, in each case, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingordinary course of business; (gxix) the incurrence of Indebtedness in connection with receivables factoring facilities; (xx) [reserved]; (xxi) following the Spin-Off and to the extent RJS and its Subsidiaries are direct or indirect Restricted Subsidiaries of the Borrower, the incurrence of Indebtedness in respect of the RJS Notes and any Permitted Refinancing Indebtedness in respect thereof; (xxii) Indebtedness evidenced by Hedging Agreements entered into (A) representing deferred compensation or similar obligations to employees incurred in the ordinary course of business and not for speculative purposes(B) consisting of obligations under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Investment; (hxxiii) Any guaranty the incurrence by the Borrower and/or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding (as measured on the date of each incurrence of Indebtedness pursuant to this clause (xxiii), but at that time including for purposes of calculation any then outstanding Permitted Refinancing Indebtedness incurred to refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (xxiii)), not to exceed the Borrower;greater of (A) $500,000,000 and (B) 5.0% of Consolidated Total Assets; and (ixxiv) Indebtedness incurred under the Secured Trading Facility or similar Indebtedness under secured trading facilities entered into on or after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; an aggregate principal amount under this clause (jxxiv) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and1,300,000,000. (lc) The Borrower will not incur, and will not permit any Subsidiary Guarantor to incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Borrower or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Obligations on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Borrower solely by virtue of being unsecured Indebtedness in an amount not to exceed $200,000,000or by virtue of being secured on a first or junior Lien basis. (d) For purposes of determining compliance with this Section 10.04, in the aggregateevent that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 10.04(b), or is entitled to be incurred pursuant to Section 10.04(a), the Borrower will be permitted to classify such item of Indebtedness, other than Indebtedness incurred under Section 2.15 or 10.04(b)(i)(B) on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 10.04. Indebtedness under this Agreement outstanding on the Closing Date will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of Section 10.04(b). The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 10.04; provided, in each such case, that the amount thereof is included in Fixed Charges of the Borrower as accrued. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; 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-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced. (f) The amount of any one time outstandingIndebtedness outstanding as of any date will be (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of (A) the Fair Market Value of such asset at the date of determination, and (B) the amount of the Indebtedness of the other Person; provided that any changes in any of the above shall not give rise to a default under this Section 10.04. (g) Notwithstanding the foregoing or anything to the contrary set forth herein, after the Closing Date, Raven FS Property Holdings LLC may only incur Indebtedness under the following subclauses of Section 10.04(b): (i), (iii) (to the extent such Credit Agreement Refinancing Indebtedness is either secured by Liens on a pari passu or junior lien basis with the Liens securing the Obligations or expressly subordinated to the prior payment in full in cash of the Obligations), (iv), (v) (to the extent such Indebtedness could have otherwise been incurred under this clause 10.04(g)), (vi), (viii) (to the extent such Hedging Obligations are either secured by Liens on a pari passu or junior lien basis with the Liens sec

Indebtedness. The Neither the Borrower will not permit nor any of its Subsidiaries to, contract, shall directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, other thanexcept: (ai) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsObligations; (bii) [Intentionally Omitted]; (c) Indebtedness in respect of current accounts payable trade payables, wages and other accrued expenses incurred in the ordinary course of business; (diii) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the BorrowerTransaction Costs; (e) purchase money Indebtedness (including Capital Leasesiv) to finance the purchase of fixed assets (including equipment); provided that (i) extent permitted by ARTICLE IX and the total of all such Indebtedness shall not exceed RCL Loan Agreement and in any event in 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,0003,000,000 at any time, in the aggregate (less any Capital Leases and purchase money Indebtedness incurred by to finance the Borrower arising from Permitted Receivables Financings)acquisition of fixed assets, at any one time outstandingand Indebtedness incurred to refinance such Capital Leases and purchase money Indebtedness; (gv) Indebtedness evidenced by Hedging Agreements entered into in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the ordinary course of business and extent that payment thereof is not for speculative purposesrequired pursuant to SECTION 7.04; (hvi) Any guaranty of Indebtedness of the Borrowerconstituting Accommodation Obligations permitted by SECTION 8.05; (ivii) Indebtedness incurred after arising from intercompany loans from the Closing Date Parent or any of Borrower's wholly-owned Subsidiaries to the Borrower, PROVIDED, that all such Indebtedness shall be evidenced by promissory notes (which, if payable to RCL, Recoil Holdings or Recoil Australia Holdings, shall be delivered to the Lender in connection accordance with the acquisition RCL Loan Documents) and shall be subordinated in right of a Person or Property as long as such Indebtedness existed prior payment to such acquisition and was not created in anticipation thereofthe Obligations; (jviii) Indebtedness existing on the date hereof as set forth on Schedule 8.1with respect to reasonable warranties and indemnities made under any agreements for asset sales permitted under SECTION 8.02; (kix) Indebtedness incurred after with respect to warranties and indemnities in favor of Recoil Australia, Recoil U.S. and the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 Vendors under the Recoil Acquisition Documents; (or x) Indebtedness under the Dollar equivalent RCL Loan Agreement and any refinancing thereof) in , provided that the aggregate at any time outstandingoutstanding amount of Indebtedness described in this clause (x) is not increased by the refinancing; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume assume, or permit suffer to exist exist, any Indebtedness, Indebtedness other than: (ai) Guaranty Obligations arising the Indebtedness hereunder and under this Credit Agreement and the other Credit Loan Documents; and (ii) Indebtedness outstanding on the date hereof which is reflected in the Borrower's financial statements referred to in Section 4.5(a) and in Schedule 4 annexed hereto; (biii) [Intentionally Omitted]; unsecured liabilities (cnot the result of borrowing) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of businessbusiness for current purposes and not represented by any note or other evidence of Indebtedness and which are not past due more than 90 days; (iv) non-recourse Indebtedness to third parties (Permissible Assumed Indebtedness); (v) liability to a surety under performance bonds or similar instruments incurred in connection with the Borrower's construction of extended stay facilities on the Borrower's property; (vi) Indebtedness due and payable solely to a Subsidiary of Borrower or by a Subsidiary to Borrower; and (vii) The guaranty of lease obligations under the Sale-Leaseback Facility; (viii) subject to Lenders prior written consent, which consent shall not be unreasonably withheld, and provided no Default or Event of Default has occurred, Indebtedness arising from the refinancing of the Indebtedness referred to in Schedule 4 annexed hereto; provided: (a) such refinanced Indebtedness is not secured by any of the Collateral; (b) then existing non-recourse Indebtedness is not exchanged for recourse (however limited) Indebtedness; (c) Borrower, prior to and following the closing of such refinancing, is in compliance with the covenants set forth in this Article V; and (d) such refinanced Indebtedness owing by a Subsidiary does not make any change in, the condition or affairs of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000which, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)Lender's opinion, at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingincreases its credit risk.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contract, createCreate, incur, assume or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness of Holdings, the Borrower and any of their respective Subsidiaries under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof; (c) Indebtedness Guarantees by Holdings, the Borrower and their respective Restricted Subsidiaries in respect of current accounts payable and accrued expenses incurred Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the ordinary course Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of businessthe Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness owing by a Subsidiary of the Borrower or any Restricted Subsidiary owing to the Borrower or another any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.03 of the BorrowerSecurity Agreement; (ei) purchase money Attributable Indebtedness and other Indebtedness (including Capital Capitalized Leases) to finance financing the purchase acquisition, construction, repair, replacement or improvement of fixed assets (including equipment)or capital assets; provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 is incurred concurrently with or within two hundred and seventy (less any purchase money Indebtedness incurred by 270) days after the Borrower) at any one time outstanding; applicable acquisition, construction, repair, replacement or improvement, (ii) such Attributable Indebtedness when incurred shall not exceed the purchase price arising out of the asset(ssale-leaseback transactions permitted by Section 7.05(f) financed; and (iii) no such any Permitted Refinancing of any Indebtedness shall be refinanced for a principal amount set forth in excess of the principal balance outstanding thereon at the time of such refinancingimmediately preceding clauses (i) and (ii); (f) Indebtedness arising from Permitted Receivables Financings in an amount not respect of Swap Contracts designed to exceed $600,000,000, in the aggregate (less any Indebtedness hedge against interest rates or foreign exchange rates incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (g) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries assumed in connection with any Permitted Acquisition, together with any Permitted Refinancing thereof, in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided that (i) such Indebtedness is not incurred in contemplation of such Permitted Acquisition and (ii) both immediately prior to and after giving effect to the assumption of such Indebtedness and the incurrence of all Indebtedness resulting from any Permitted Refinancing thereof, (A) no Default shall exist or result therefrom and (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenant set forth in Section 7.11; (h) Any guaranty of Indebtedness of the BorrowerSenior Notes and any Permitted Refinancing thereof; (i) Indebtedness representing deferred compensation to employees of Holdings, the Borrower and the Restricted Subsidiaries incurred after in the Closing Date in connection with the acquisition ordinary course of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereofbusiness; (j) Indebtedness existing on of any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the date hereof as set forth on Schedule 8.1purchase or redemption of Equity Interests of Holdings permitted by Section 7.06 and any Permitted Refinancing thereof; (k) Indebtedness incurred after by Holdings, the Closing Date Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments; (l) Indebtedness consisting of obligations of Holdings, the Borrower or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by Foreign Subsidiaries such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (o) Indebtedness of a Loan Party consisting of the financing of insurance premiums in an amount not to exceed the lesser of $400,000,000 75,000,000 and the premiums with respect to the applicable insurance policies; (p) Indebtedness incurred by the Borrower or any of the Dollar equivalent Restricted Subsidiaries in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (s) Credit Agreement Refinancing Indebtedness; (t) Indebtedness of the Borrower or any Guarantor incurred and secured on a pari passu basis with the Facilities or on a junior Lien basis to the Facilities or unsecured, in an aggregate principal amount under this clause (t), when aggregated with the aggregate amount of Incremental Facilities incurred pursuant to Section 2.14, not to exceed the Available Incremental Amount; provided that (i) in the aggregate case of any Indebtedness incurred pursuant to this clause (t) that is secured on a pari passu basis with the Facilities, after giving pro forma effect to such Indebtedness, the First Lien Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period shall not exceed 3.75:1.00 and (ii) in the case of any other Indebtedness incurred pursuant to this clause (t), after giving pro forma effect to such Indebtedness, the Total Leverage Ratio determined on a Pro Forma Basis as of the last day of the most recently ended Test Period shall not exceed 5.50:1.00; provided further that such Indebtedness shall (A) have a maturity date that is after the Latest Maturity Date at any the time outstandingsuch Indebtedness is incurred, (B) have a Weighted Average Life to Maturity not shorter than the longest Weighted Average Life to Maturity of the Facilities, (C) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party with respect to Collateral, be subject to the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (1) in the form of debt securities and (2) subject to the Pari Passu Lien Intercreditor Agreement and (D) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)); (u) unsecured Indebtedness so long as immediately after giving effect to the incurrence of such Indebtedness, the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.11 (determined without netting the proceeds of such Indebtedness); (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above; and (lw) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingPermitted ▇▇▇▇▇ Letters of Credit.

Indebtedness. The Borrower will Mortgagor shall not permit incur, create or assume any indebtedness or incur any liabilities without the consent of Mortgagee and written confirmation from the Rating Agencies that the incurrence of any such indebtedness or liability shall not in itself result in a downgrading, withdrawal or qualification of the then current ratings of any of its Subsidiaries tothe Certificates; provided, contracthowever, createso long as no Event of Default shall have occurred and be continuing, Mortgagor may, without the consent of Mortgagee, incur, create or assume or permit to exist any Indebtedness, other thanthe following indebtedness: (ai) Guaranty Obligations arising under this Credit Agreement the Mortgage Notes and the other Credit Documentsobligations, indebtedness and liabilities secured by this Mortgage or set forth in any other Loan Document; (bii) [Intentionally Omitted]; (cx) Indebtedness accrued rental and similar accruing obligations under the Ground Lease and (y) amounts, not secured by the Mortgaged Property, payable by or on behalf of Mortgagor for or in respect of current accounts the operation of the Mortgaged Property in the ordinary course of operating Mortgagor's business and is not more than sixty (60) days past due, including amounts payable by or on behalf of Mortgagor to suppliers, contractors, mechanics, vendors, materialmen or other persons providing property or services to Mortgagor or to the Mortgaged Property and accrued expenses capitalized personal property leasing expense, or in connection with the ownership, management, operation, leasing, cleaning, maintenance, repair, replacement, financing, improvement, alteration or restoration thereof incurred in the ordinary course of businessoperating Mortgagor's business (provided, however, that notwithstanding the foregoing, in no event shall ▇▇▇▇ ▇▇▇▇▇ be permitted under this provision to enter into a note for borrowed money); (diii) Indebtedness owing amounts, not secured by the Mortgaged Property, payable or reimbursable to any Tenant on account of work performed at the Mortgaged Property by such Tenant or for costs incurred by such Tenant in connection with its occupancy of space in the Mortgaged Property, including for tenant improvements (provided, however, that notwithstanding the foregoing, in no event shall Mortgagor be permitted under this provision to enter into a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrowernote for borrowed money); (eiv) purchase money Indebtedness indebtedness of Mortgagor, on an unsecured basis, that might be owed to the counterparty to a Rate Swap Agreement, by reason of a default thereunder on the part of Mortgagor. Capital which may be required by Mortgagor from its partners from time to time may be contributed to Mortgagor as a capital contribution with such preferred returns thereon as Mortgagor may determine, as long as such capital contributions are clearly denominated as equity (including Capital Leases) to finance the purchase of fixed assets (including equipment"Preferred Equity"); provided that PROVIDED, HOWEVER, that (i) the total aggregate amount of all such Indebtedness shall not exceed an aggregate Preferred Equity together with the outstanding principal amount of $100,000,000 indebtedness of the Note may not exceed 85% of the Appraised Value (less any purchase money Indebtedness incurred as defined in the Trust Agreement) of the Mortgaged Property at the applicable time, which Appraised Value shall be acceptable to the Rating Agencies, as confirmed in writing by the Borrower) at any one time outstanding; Rating Agencies; (ii) such Indebtedness when incurred shall not exceed if the purchase price holder of the asset(s) financed; and Preferred Equity is not a partner of Mortgagor on the date hereof, then the Rating Agencies shall have confirmed in writing that such party's holding such Preferred Equity will not result in a downgrading, withdrawal or qualification of the then current ratings of the Certificates; (iii) no such Indebtedness the terms of which shall be refinanced for a principal amount in excess require that the holder of the principal balance outstanding thereon Preferred Equity will not receive any distributions on account thereof until (A) all current payments under this Mortgage and the Mortgage Notes have been paid, (B) all Operating Expenses then due and payable have been paid, (C) the cost of all leasehold or tenant improvements or contributions on account thereof required under Leases have been paid and (D) adequate reserves (as determined by an Independent Architect to insure that sufficient amounts are available for the performance of capital expenditures and improvements at the time of such refinancingperformance will be required) have been funded for capital expenditures and improvements, whether or not presently contemplated or expected and whether ordinary or extraordinary; (fiv) Indebtedness arising the holder of the Preferred Equity may not pledge, assign, transfer or convey its Preferred Equity unless such holder has obtained written confirmation from Permitted Receivables Financings in an amount the Rating Agencies that such pledge, assignment, transfer or conveyance will not to exceed $600,000,000, result in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings)downgrade, at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness qualification or withdrawal of the Borrower; (i) Indebtedness incurred after then current ratings of the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingCertificates; and (lv) other unsecured Indebtedness the Rating Agencies confirm in an amount writing that any consent, approval or control rights which the holder of the Preferred Equity has incident to such Preferred Entity with respect to the actions of Mortgagor will not to exceed $200,000,000result in a downgrading, in withdrawal or qualification of the aggregate, at any one time outstandingthen current ratings of the Certificates.

Indebtedness. The Borrower will not permit any of its Subsidiaries toCreate, contract, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness under this Credit Agreement and the other Credit Loan Documents; (b) [Intentionally Omitted]Indebtedness outstanding on the Closing Date and listed on Schedule 7.2 and any Permitted Refinancing Indebtedness in respect thereof; (c) Permitted Incremental Equivalent Debt and Permitted External Refinancing Debt and any Permitted Refinancing Indebtedness in respect thereof; provided that it shall be a condition precedent to the effectiveness of current accounts payable any Permitted Incremental Equivalent Debt that (i) after giving effect thereto, the Aggregate Incremental Amount does not exceed the Incremental Cap, (ii) no Default or Event of Default shall have occurred and accrued expenses be continuing immediately prior to or immediately after giving effect to such Permitted Incremental Equivalent Debt, (iii) the Parent Borrower is in compliance with the financial covenants set forth in Section 7.1, determined as of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered pursuant to Section 6.1 and on a pro forma basis as of such fiscal quarter end and (iv) the representations and warranties set forth in Section 4 and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Permitted Incremental Equivalent Debt, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that with respect to any Permitted Incremental Equivalent Debt being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clauses (ii) and (iv) may be determined as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; (d) obligations (contingent or otherwise) of the Parent Borrower or any Restricted Subsidiary existing or arising under any Swap Agreement, provided that such obligations are entered into by such Person in the ordinary course of business and not for purposes of speculation or taking a “market view”; (e) intercompany Indebtedness among the Parent Borrower and its Restricted Subsidiaries to the extent permitted by Section 7.7; provided that any such Indebtedness owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (f) (i) Indebtedness (including Indebtedness under Capital Leases, Synthetic Lease Attributed Indebtedness and purchase money obligations but excluding Indebtedness arising under Capital Leases entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g)) incurred to provide all or a portion of the purchase price (or cost of construction or acquisition), in each case, for capital assets and refinancings, refundings, renewals or extensions thereof, provided that the aggregate principal amount of all such Indebtedness shall not at any time exceed $100,000,000; and (ii) Indebtedness arising under Capital Leases entered into in connection with a Sale and Leaseback Transaction permitted under Section 7.5(g) and any Permitted Refinancing Indebtedness in respect thereof; (g) Indebtedness under the Albuquerque IRB Financing in an aggregate principal amount not to exceed $100,000 and any Permitted Refinancing Indebtedness in respect thereof; (h) other unsecured Indebtedness of the Loan Parties; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a pro forma basis, (ii) the Consolidated Total Leverage Ratio as of the last day of the fiscal quarter of the Parent Borrower most recently ended for which financial statements have been delivered under Section 6.1, determined on a pro forma basis, is less than 4.75:1.00, (iii) the final maturity date of any such Indebtedness shall be no earlier than six months following the Maturity Date and (iv) the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payment (other than periodic interest payments) prior to the date that is six months following the Maturity Date, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default; provided, further, that with respect to any such Indebtedness being incurred to finance a Permitted Acquisition designated by the Parent Borrower as a “Limited Conditionality Acquisition”, such compliance with clause (i) and (ii) may be determined as of the date of entry into the applicable acquisition, merger or similar agreement governing such acquisition; (i) Support Obligations by the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness otherwise permitted hereunder, provided that Support Obligations by the Loan Parties with respect to Indebtedness of Restricted Subsidiaries that are not Loan Parties is an Investment permitted by Section 7.7; (j) Indebtedness in an aggregate principal amount of up to $5,000,000 consisting of letters of credit or bank guaranties not arising under the Loan Documents issued to support the obligations of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business; (dk) Indebtedness owing by a Subsidiary consisting of bankers acceptances, statutory obligations, surety or appeal bonds, performance bonds or similar arrangements in the Borrower to the Borrower or another Subsidiary ordinary course of the Borrowerbusiness, consistent with past practices and not in connection with Indebtedness for borrowed money; (el) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) Indebtedness of Restricted Subsidiaries that are not U.S. Loan Parties provided that the total aggregate principal amount of all such Indebtedness shall not exceed $100,000,000 outstanding at any time and (ii) Indebtedness of Foreign Subsidiaries incurred to satisfy the Danish Tax Assessment; (m) prior to the Delayed Draw Closing Date, Indebtedness outstanding under the Convertible Notes and any Permitted Refinancing Indebtedness in respect thereof; (n) Indebtedness outstanding under the 2020 Senior Notes and the 2023 Senior Notes in 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, 825,000,000 and any Permitted Refinancing Indebtedness in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstandingrespect thereof; (go) Indebtedness evidenced by Hedging Agreements entered into of any Person that becomes a Restricted Subsidiary on or after the Closing Date; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and (B) such Indebtedness is not made in anticipation or contemplation of such Person becoming a Restricted Subsidiary; (p) other Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; (q) Receivables Transaction Attributed Indebtedness and Factoring Indebtedness in an aggregate amount outstanding at any time not to exceed $200,000,000; (r) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred in the ordinary course of business and not for speculative purposes; (h) Any guaranty under guarantees of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person suppliers, licensees, franchisees or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries customers in an aggregate principal amount at any time outstanding not to exceed $400,000,000 10,000,000; (s) Indebtedness of the Parent Borrower or the Dollar equivalent thereof) any Restricted Subsidiary arising from guarantees of Indebtedness of joint ventures in the an aggregate principal amount at any time outstandingoutstanding not to exceed the greater of $25,000,000 or 5% of Consolidated EBITDA for the four full fiscal quarters, treated as one period, ending prior to the date of determination for which financial statements have been delivered under Section 6.1 on a pro forma basis; and (lt) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingarising under Cash Management Agreements.

Indebtedness. The Borrower will not permit any of its Subsidiaries to, contractIncur, create, incur, assume or permit to exist any IndebtednessIndebtedness other than (i) Indebtedness secured by Liens permitted under Section 7.01; provided, other than: however, that (x) Adjusted Indebtedness shall not exceed the sum of (1) Adjusted Indebtedness for the acquisition of equipment at a single New/Replacement Store Project (the "Alternative Capex Financing") incurred at any time during the Capital Expenditure Facility Availability Period; provided, however, that (a) Guaranty Obligations arising under this Credit Agreement the Alternative Capex Financing shall be limited to the lesser of $4,000,000 and the other Credit Documents; unused principal amount of the Total Capital Expenditure Facility Commitment; (b) [Intentionally Omitted]; such Alternative Capex Financing shall be incurred pursuant to documents reasonably satisfactory to Agent; (c) no portion of such Alternative Capex Financing shall be guaranteed by Wakefern; (d) the Agent shall be notified in writing prior to the incurrence of any such Alternative Capex Financing, which notice shall designate such borrowing as the "Alternative Capex Financing" and indicate the date on which such borrowing shall occur; (e) the Borrowers shall be permitted to incur only one borrowing with the Alternative Capex Financing; and (f) simultaneously with the incurrence of such Alternative Capex Financing, the Total Capital Expenditure Facility Commitment shall be immediately and permanently reduced by $4,000,000 and (2) (a) $550,000 in new Adjusted Indebtedness incurred during Fiscal Year 1999; (b) $1,250,000 in new Adjusted Indebtedness incurred during Fiscal Year 2000; (c) $250,000 in new Adjusted Indebtedness incurred during Fiscal Year 2001; (d)$8,000,000 in new Adjusted Indebtedness incurred during Fiscal Year 2002 (provided, however, that such Indebtedness shall be incurred in connection with no more than two store locations and the amount of Indebtedness incurred with respect to each individual store shall not exceed $4,000,000); (e) $250,000 in new Adjusted Indebtedness incurred during Fiscal Year 2003, and (f) $250,000 in new Adjusted Indebtedness incurred during Fiscal Year 2004, in each case for the Parent and its Subsidiaries, and provided, further, that to the extent the full amount of current accounts payable permitted Indebtedness as set forth in clauses (a) through (f) above is not incurred in any particular Fiscal Year, such unused amount may be "carried over" and accrued expenses utilized in the immediately succeeding Fiscal Year only (but not in any subsequent Fiscal Year), provided, however, that any Indebtedness incurred in such immediately succeeding Fiscal Year shall first be applied to the reduction of the regularly scheduled amount of permitted Indebtedness as set forth in the foregoing clauses (a) through (f), as the case may be and secondly to any such carryover amount; and provided, further, that the Adjusted Indebtedness described in the foregoing clause (2) shall be incurred pursuant to documents reasonably satisfactory to Agent and (y) Indebtedness attributable to Capitalized Lease Obligations in connection with real estate leases shall not exceed an aggregate amount of (a) $5,865,000 in new Indebtedness incurred during Fiscal Year 1999; (b) $21,691,000 in new Indebtedness incurred during Fiscal Year 2000; (c) $12,000,000 in new Indebtedness incurred during Fiscal Year 2001; (d) $26,000,000 in new Indebtedness incurred during Fiscal Year 2002; (e) $14,000,000 in new Indebtedness incurred during Fiscal Year 2003 and (f) $0 in new Indebtedness incurred during Fiscal Year 2004, in each case for the Parent and its Subsidiaries and provided, further, that to the extent the full amount of permitted Indebtedness as set forth in clauses (a) through (f) above is not incurred in any particular Fiscal Year, such unused amount may be "carried over" and utilized in the immediately succeeding Fiscal Year only (but not in any subsequent Fiscal Year), provided, however, that any Indebtedness incurred in such immediately succeeding Fiscal Year shall first be applied to the reduction of the regularly scheduled amount of permitted Indebtedness as set forth in the foregoing clauses (a) through (f), as the case may be and secondly to any such carryover amount, (ii) Indebtedness (including, without limitation, Guarantees) existing on the date hereof and listed in Schedule 7.03 annexed hereto, but not the increase, extension, renewal or refunding thereof if, pursuant to such increase, extension, renewal or refunding, (x) the amount of the relevant Indebtedness is increased, (y) the terms thereof and the related interest rate do not fairly reflect market conditions for companies in businesses and with credit standing similar to the Parent or (z) such Indebtedness is more senior in rank than that being so extended, renewed or refunded, (iii) Indebtedness incurred hereunder and under the other Loan Documents, (iv) Indebtedness of the Parent to Wakefern and affiliates of Wakefern required to be incurred under the Wakefern Shareholder Agreement, the Certificate of Incorporation of Wakefern and/or the bylaws of Wakefern, (v) Guarantees constituting the endorsement of negotiable instruments for deposit or collection in the ordinary course of business; , (dvi) Guarantees of the Obligations, (vii) Subordinated Indebtedness, but not the increase, extension, renewal or refunding thereof except as consented to by Agent in writing, (viii) Indebtedness owing by a Subsidiary of the Borrower to banks with whom Borrowers regularly bank with respect to uncollected funds in accordance with past practices; (ix) Intercompany Indebtedness to the Borrower extent permitted under Section 7.06 and (x) Indebtedness relating to up to a $7 million potential construction loan in or another Subsidiary of subsequent to Fiscal Year 2001 at the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); Bricktown New/Replacement Store Project, provided that (i) such loan be permitted only under the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by condition that the Borrower) at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed loan be outstanding no longer than 24 months, that the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount landlord has permanent take-out financing in excess of the principal balance outstanding thereon place at the time such loan is entered into and that the terms and conditions of such refinancing; (f) Indebtedness arising from Permitted Receivables Financings construction loan financing, permanent take-out financing and all lease arrangements with respect to the Bricktown New/Replacement Store Project be in an amount not to exceed $600,000,000, conformity in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection all material respects with the acquisition of a Person or Property as long as such Indebtedness existed terms and conditions approved by Agent in writing prior to Borrower entering into any material undertaking with respect to such acquisition Bricktown New/Replacement Store Project; provided, however, that Agent agrees to make reasonable efforts to communicate with Borrowers on a reasonably prompt basis regarding terms and was not created in anticipation thereof; (j) Indebtedness existing on conditions that are acceptable to Agent and/or the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstandingLenders."

Indebtedness. The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising Indebtedness created under this Credit Agreement and the other Credit Financing Documents; (b) [Intentionally Omitted]Indebtedness existing on the date hereof and set forth in Schedule 6.01; (c) Indebtedness of the Borrowers or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (c) shall be in compliance with Section 6.09; (d) Indebtedness of any Person that becomes a Subsidiary after the date hereof, in accordance with the terms hereof, provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and provided, further, that the Borrowers do not become liable for any such Indebtedness; (e) Indebtedness of the Borrowers or any Subsidiary as an account party in respect of current accounts payable trade letters of credit issued in the ordinary course of business; (f) Indebtedness among the Borrowers and accrued expenses their wholly-owned Subsidiaries which are Guarantors arising as a result of intercompany loans; (g) Guarantees permitted by Section 6.04; (h) Indebtedness subject to Liens permitted under Section 6.02(a) through (f); (i) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (j) Subordinated Indebtedness in connection with Permitted Acquisitions; (k) other unsecured Indebtedness (and if by Guarantee, without duplicate counting of the amount guaranteed and the underlying Indebtedness) in an aggregate principal amount not exceeding $3,000,000 at any time outstanding; (l) additional Indebtedness in an amount not to exceed $5,000,000 under the real estate facility with U.S. Bank National Association described on Schedule 6.01 on terms no less favorable to the Lenders, with covenants that are no more restrictive than that of the original Indebtedness as amended as required by Section 5.13; (m) Indebtedness to trade creditors incurred in the ordinary course of business; (dn) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower; (e) 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 Derivative Obligations in an aggregate principal amount (determined as provided in the definition of $100,000,000 (less any purchase money Indebtedness incurred by the BorrowerMaterial Indebtedness) 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), 3,500,000 at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements time, entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (lo) other unsecured extensions, renewals and replacements of Indebtedness in an permitted by clauses (a) through (n) above that do not increase the outstanding principal amount not thereof or interest thereon or fees related thereto and otherwise on terms no less favorable to exceed $200,000,000the Lenders, in with covenants that are no more restrictive, than that of the aggregate, at any one time outstandingoriginal Indebtedness.

Indebtedness. (a) The Borrower will not shall not, nor shall the Borrower permit any of its Subsidiaries Restricted Subsidiary to, contract, directly or indirectly: (i) create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), or (ii) issue any shares of Disqualified Stock or permit any Restricted Subsidiary to exist issue any shares of Disqualified Stock or Preferred Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case, if (any Indebtedness, other than:Disqualified Stock or Preferred Stock incurred or issued pursuant to following clauses (A), (B) and (C), “Permitted Ratio Debt”): (aA) Guaranty Obligations arising under this Credit Agreement and with respect to Indebtedness secured by the other Credit DocumentsCollateral on a pari passu basis with the First Lien Obligations, the First Lien Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.254.75 to 1.00; (bB) [Intentionally Omitted];with respect to Indebtedness secured by the Collateral on a basis that is junior in priority to the First Lien Obligations, the Secured Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 5.255.75 to 1.00; or (cC) with respect to Indebtedness that is not secured by the Collateral, including all Indebtedness of Restricted Subsidiaries that are not Guarantors, or any Disqualified Stock or Preferred Stock, the Total Net Leverage Ratio for the Test Period preceding the date on which such Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 5.506.00 to 1.00, in respect each case, determined on a pro forma basis (including a pro forma application of current accounts payable the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and accrued expenses incurred in the ordinary course application of business; proceeds therefrom had occurred at the beginning of such Test Period; provided further that (dI) Indebtedness owing by a Subsidiary Restricted Subsidiaries of the Borrower that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this Section 7.02(a) if, after giving pro forma effect to the Borrower such incurrence or another Subsidiary issuance (including a pro forma application of the Borrower; (enet proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this Section incurred or otherwise obtained) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipment); provided that (i) the total greater of all such Indebtedness shall not exceed an aggregate principal amount (I) $200.0 million and (II) 25.0% of $100,000,000 Consolidated EBITDA of the Borrower and the Restricted Subsidiaries for the most recently ended Test Period (less any purchase money Indebtedness incurred by the Borrowercalculated on a pro forma basis) at any one time outstanding; plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness when incurred shall not exceed Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the purchase price Indebtedness, any accrued and unpaid dividends on the Preferred Stock, and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the asset(sinstrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees, underwriting, arrangement and similar fees) 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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition issuance of a Person such new Indebtedness, Disqualified Stock or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (Preferred Stock or the Dollar equivalent thereofextension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock, minus (iii) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.General Debt Basket Reallocated Amount;

Indebtedness. The (a) No Borrower will not shall, nor shall any Borrower permit any of its Subsidiaries Restricted Subsidiary to, contract, directly or indirectly: (i) create, incur, assume issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), or (ii) issue any shares of Disqualified Stock or permit any Restricted Subsidiary to exist issue any shares of Disqualified Stock or Preferred Stock; provided that any Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, other than: and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Total Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 6.50 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such Test Period; provided, further, that (a) Guaranty the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall be not less than the remaining Weighted Average Life to Maturity of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (b) the final scheduled maturity date of such Indebtedness is equal to or later than the final scheduled maturity date of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (c) such Indebtedness, if incurred in the form of a revolving credit facility, shall not provide for any mandatory scheduled amortization or mandatory commitment reductions; (d) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Indebtedness shall, if not otherwise consistent with the terms of the Loans, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant and (e) solely in the case of such Indebtedness in the form of term loans is secured by the Collateral on a pari passu basis with the First Lien Obligations arising under this Credit Agreement Agreement, then the Borrowers shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14; provided further that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this Section 7.02(a) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom and without netting any cash received from the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock proposed to be incurred), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this Section 7.02(a), together with any principal amounts incurred or issued by such Restricted Subsidiaries under Section 7.02(b)(14) and Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding, would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $50.0 million and (II) 27.50% of Consolidated EBITDA of Holdings and the other Credit Documents;Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis). (b) [Intentionally Omitted]The provisions of Section 7.02(a) will not apply to: (1) Indebtedness under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments and Replacement Term Loans); (c2) the incurrence by any Borrower and any Guarantor of Indebtedness under the Second Lien Facility in a principal amount not to exceed $630.0 million at any time outstanding (in each case, plus such principal amount increases as may result from payments in kind on the Second Lien Facility from time to time); (3) the incurrence of Indebtedness by a Borrower and any Restricted Subsidiary in existence on the Closing Date (excluding Indebtedness described in the preceding clauses (1) and (2)); provided that any such item of Indebtedness shall be set forth on Schedule 7.02; (4) the incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by a Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued and outstanding under this clause (4), at such time not to exceed (as of current accounts payable the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $75.0 million and accrued expenses (II) 40.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); (5) Indebtedness incurred by a Borrower or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business; (d6) the incurrence of Indebtedness owing arising from agreements of a Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of the Borrower to the Borrower or another Subsidiary of the Borrowerfinancing such acquisition; (e7) purchase money the incurrence of Indebtedness or issuance of Disqualified Stock of a Borrower to a Restricted Subsidiary (including Capital Leases) or to finance the purchase of fixed assets (including equipmentany Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that (ix) the total of all any such Indebtedness shall for borrowed money owing to a Restricted Subsidiary that is not exceed an aggregate principal amount a Guarantor is expressly subordinated in right of $100,000,000 payment to the Loans on customary terms reasonably acceptable to the Administrative Agent and (less y) any purchase money Indebtedness incurred by the Borrower) at such incurrence is permitted pursuant to Section 7.05; provided further that any one time outstanding; (ii) subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness when incurred shall not exceed the purchase price or Disqualified Stock (except to a Borrower or another Restricted Subsidiary or any pledge of the asset(s) financed; and (iii) no such Indebtedness shall or Disqualified Stock constituting a Permitted Lien) will be refinanced for a principal amount deemed, in excess of the principal balance outstanding thereon at the time each case, to be an incurrence of such refinancingIndebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7); (f8) the incurrence of Indebtedness of a Restricted Subsidiary to a Borrower or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to a Borrower or any Restricted Subsidiary) to the extent permitted by Section 7.05; provided that any such Indebtedness arising from for borrowed money incurred by a Guarantor and owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor on customary terms reasonably acceptable to the Administrative Agent; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to a Borrower or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Receivables Financings in an amount not to exceed $600,000,000Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the aggregate extent such Indebtedness is then outstanding) not permitted by this clause (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding8); (g9) Indebtedness evidenced the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to a Borrower or a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to a Borrower or any Restricted Subsidiary); provided (x) that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to a Borrower or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9) and (y) any such incurrence is permitted pursuant to Section 7.05; (10) the incurrence of Hedging Agreements Obligations (excluding Hedging Obligations entered into for speculative purposes); (11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by a Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business business, including those incurred to secure health, safety and not for speculative purposesenvironmental obligations; (h12) Any guaranty the incurrence of: (a) Indebtedness or issuance of Indebtedness Disqualified Stock of a Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by a Borrower since the Closing Date from the issue or sale of Equity Interests of Holdings or a Borrower or contributions to the capital of Holdings or a Borrower;, including through consolidation, amalgamation or merger (in each case, other than proceeds of Disqualified Stock or any exercise of the cure right set forth in Section 8.04 and other than proceeds received from a Borrower or a Restricted Subsidiary) as determined in accordance with clauses (3)(b) and (3)(c) of Section 7.05(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 7.05(a) or to make Permitted Investments (other than Permitted Investments specified in clause (1), (2) or (3) of the definition thereof); and (b) Indebtedness or issuance of Disqualified Stock of a Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) Indebtedness the greater of (I) $50.0 million and (II) 27.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred after the Closing Date in connection with the acquisition issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock. (13) the incurrence or issuance by a Person Borrower of Indebtedness or Property as long as such Disqualified Stock or the incurrence or issuance by any other Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock that serves to Refinance any Indebtedness existed prior (including any Designated Revolving Commitments) permitted under Section 7.02(a) and clauses (b)(2), (3), (4) and (12)(a) above and clauses (14) and (30) below, or any successive Refinancing Indebtedness with respect to such acquisition and was not created in anticipation thereofany of the foregoing; (j14) the incurrence or issuance of: (a) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness or Disqualified Stock of a Borrower or Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary, incurred after the Closing Date by Foreign Subsidiaries in or issued to finance an amount not to exceed $400,000,000 acquisition or investment (or the Dollar equivalent thereofother purchase of assets) or that is assumed by such Borrower or any Restricted Subsidiary in the aggregate at any time outstanding; and connection with such acquisition or investment (l) or other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.purchase of

Indebtedness. The None of the Borrowers will, nor will any Borrower will not permit any of its Subsidiaries Subsidiary to, contract, create, incur, assume or permit to exist become or remain liable in respect of any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness to the other Credit DocumentsLenders hereunder; (b) [Intentionally Omitted]Indebtedness of any wholly-owned Subsidiary to a Borrower or any other wholly-owned Subsidiary and of a Borrower to any wholly- owned Subsidiary; provided, however, that (i) all moneys due from a Borrower to any Subsidiary which is not a Borrower will be expressly constituted as Subordinated Debt and (ii) no Borrower shall repay any such moneys due to any Subsidiary at any time unless no Event of Default exists and no event which, with the giving of notice or lapse of time or both, would constitute an Event of Default exists or will exist after such repayment; (c) Indebtedness in respect Current liabilities of current accounts payable and accrued expenses a Borrower or any Subsidiary (other than for borrowed money) incurred in the ordinary course of businessits business and in accordance with customary trade practices; (d) Existing Indebtedness owing by of a Subsidiary of the Borrower to the Borrower or another any Subsidiary of the Borrower; (e) purchase money Indebtedness (including Capital Leases) referred to finance the purchase of fixed assets (including equipment); in Schedule 5.8 attached hereto, and renewals and extensions thereof, provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $100,000,000 (less any purchase money such Indebtedness incurred by the Borrower) is not at any one time outstanding; increased, (ii) no material terms applicable to such Indebtedness when incurred shall not exceed be more favorable to the purchase price renewal or extension lenders than the terms that are applicable to the holders of such Indebtedness on the asset(s) financed; date hereof and (iii) no the interest rate applicable to such Indebtedness shall be refinanced for a principal amount in excess market interest rate as of the principal balance outstanding thereon at the time of such refinancingrenewal or extension; (e) Indebtedness of a Borrower or any Subsidiary secured by Permitted Liens; (f) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred after the Closing Date in connection with the acquisition of a Person Borrower or Property as long as such any Subsidiary in respect of guarantees to the extent the underlying Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date is permitted by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstandingthis 7.1; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, at any one time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries toCreate, contract, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, other thanexcept: (a) Guaranty Obligations arising under this Credit Agreement and the other Credit DocumentsIndebtedness of any Loan Party pursuant to any Loan Document; (b) [Intentionally Omitted]Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary; (c) Indebtedness in respect of current accounts payable and accrued expenses Guarantee Obligations incurred in the ordinary course of businessbusiness by the Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor; (d) Indebtedness owing by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrowerdescribed on Schedule 7.2(d); (e) purchase money Indebtedness (including including, without limitation, Capital LeasesLease Obligations) to finance the purchase of fixed assets (including equipment); provided that (isecured by Liens permitted by Section 7.3(f) the total of all such Indebtedness shall not exceed in 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 (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) Indebtedness arising from Permitted Receivables Financings in an amount not to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), 10,000,000 at any one time outstanding; (f) Indebtedness of the Borrower (but not any Subsidiary of the Borrower) incurred on any Threshold Transaction Date so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) such Indebtedness shall have no scheduled amortization prior to the date that is one year after the final maturity of the Term Loans outstanding on the date such Indebtedness is incurred, (iii) such Indebtedness is unsecured and the covenants and default provisions applicable to such Indebtedness shall be no more restrictive than those contained in this Agreement and (iv) such Indebtedness shall be subordinated to the Loans and other obligations under the Loan Documents pursuant to subordination terms reasonably satisfactory to the Administrative Agent, provided that the requirement that such Indebtedness be incurred on a Threshold Transaction Date shall not apply in the case of any refinancing of Indebtedness previously incurred pursuant to this Section 7.2(f) so long as the interest rate and cash-pay characteristics applicable to such refinancing Indebtedness are no more onerous than those applicable to such refinanced Indebtedness; (g) Indebtedness evidenced of any Person that becomes a Subsidiary pursuant to an Investment permitted by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; Section 7.7, so long as (i) Indebtedness incurred after the Closing Date in connection with the acquisition no Default or Event of a Person Default shall have occurred and be continuing or Property as long as would result therefrom, (ii) such Indebtedness existed prior to at the time of such acquisition Investment and was not created in anticipation thereof, (iii) the Borrower shall use its best efforts to cause such Indebtedness to be repaid no later than 120 days after the date of such Investment, (iv) if such Indebtedness is not repaid within such period then, until such Indebtedness is repaid, the operating cash flow of the relevant Subsidiary shall be excluded for the purposes of calculating Consolidated Operating Cash Flow (whether or not distributed to the Borrower or any of its other Subsidiaries) and (v) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this paragraph shall not exceed $100,000,000; (h) letters of credit for the account of the Borrower or any of its Subsidiaries obtained other than pursuant to this Agreement, so long as the aggregate undrawn face amount thereof, together with any unreimbursed reimbursement obligations in respect thereof, does not exceed $10,000,000 at any one time; (i) Indebtedness of Holdings (but not the Borrower or any of its Subsidiaries) owing to any Affiliate of Holdings so long as (i) such Indebtedness shall have no scheduled amortization prior to the date that is one year after the final maturity of the Term Loans outstanding on the date such Indebtedness is incurred and (ii) 100% of the Net Cash Proceeds thereof (other than any such Net Cash Proceeds that are applied to refinance other Indebtedness of Holdings) shall be used by Holdings to make Investments in one or more of its Affiliates engaged substantially exclusively in businesses of the type described in Section 7.14(a); and (j) additional Indebtedness existing on of the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed $400,000,000 (or the Dollar equivalent thereof) in the aggregate at any time outstanding; and (l) other unsecured Indebtedness in an amount not to exceed $200,000,000, in the aggregate, 25,000,000 at any one time outstanding.

Indebtedness. The Borrower Company will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, other thanexcept for: (a) Guaranty Obligations arising under this Credit Agreement and Indebtedness in respect of the other Credit DocumentsPayment Obligations; (b) [Intentionally Omitted]; (c) Indebtedness under the Senior Notes Indenture in respect of current accounts payable the Existing Senior Notes and accrued expenses incurred in Indebtedness under the ordinary course Subordinated Notes Indenture, and any Indebtedness resulting from the refinancing of business; (d) Indebtedness owing by a Subsidiary any such Indebtedness, or the refinancing of any of the Borrower Term Loans in whole or in part (subject to the Borrower or another Subsidiary payment of the Borrower; (e) purchase money Indebtedness (including Capital Leases) to finance the purchase of fixed assets (including equipmentany applicable Prepayment Fee); provided provided, however, that (i) the total primary obligor with respect to any such refinancing Indebtedness is the same as the primary obligor on the Indebtedness refinanced thereby and (except in the case of all any Permitted Third Lien Financing) any contingent obligor of such refinancing Indebtedness was or would have been required to be a contingent obligor of the Indebtedness refinanced thereby (except to the extent that such primary obligor and/or contingent obligor may be substituted by a new primary obligor or contingent obligor, as the case may be, which has no material assets other than assets which, immediately prior to such substitution, constituted the assets of the original primary obligor and/or contingent obligor), (ii) the principal amount of any such refinancing Indebtedness (as determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) does not exceed the principal amount of the Indebtedness refinanced thereby together with any premium actually paid thereon and reasonable costs and expenses (including underwriting discounts) incurred in connection with such refinancing Indebtedness, (iii) the interest rate applicable to such refinancing Indebtedness shall not exceed be less favorable to the obligor than it would obtain in an aggregate principal amount of $100,000,000 (less any purchase money Indebtedness incurred by arm’s length transaction with a Person that is not an Affiliate thereof and shall reflect the Borrower) 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 prevailing market conditions at the time of such refinancing; , (fiv) such refinancing Indebtedness arising from Permitted Receivables Financings in an amount does not have any scheduled installments of principal thereof due prior to exceed $600,000,000, in the aggregate (less any Indebtedness incurred by the Borrower arising from Permitted Receivables Financings), at any one time outstanding; (g) Indebtedness evidenced by Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Any guaranty of Indebtedness of the Borrower; (i) Indebtedness incurred date that is six months after the Closing Date Term Loan Maturity Date, (v) with respect to each issue of refinancing Indebtedness in connection excess of $5,000,000 (or, with respect to any other currency, the acquisition of a Person or Property as long as such Indebtedness existed prior to such acquisition and was not created in anticipation thereof; (j) Indebtedness existing on the date hereof as set forth on Schedule 8.1; (k) Indebtedness incurred after the Closing Date by Foreign Subsidiaries in an amount not to exceed $400,000,000 (or the Dollar equivalent Equivalent thereof) in the aggregate at any time outstanding; and aggregate, either (lA) other unsecured the covenants, defaults and similar provisions applicable to such refinancing Indebtedness or obligations are no more restrictive, taken as a whole, than the provisions contained in an amount not to exceed $200,000,000, and otherwise consistent with market terms of agreements governing comparable Indebtedness of similar companies in the aggregatehigh yield market at the time of such refinancing and do not conflict with the provisions of this Agreement, provided, that a certificate of a Responsible Officer delivered to the Administrative Agent at any one time outstandingleast five Business Days prior to the incurrence of such refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and the requirement under clause (iii) above unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), or (B) such refinancing Indebtedness is otherwise upon terms and subject to definitive documentation which is in form and substance reasonably satisfactory to the Administrative Agent, (vi) if the Indebtedness being refinanced is Indebtedness under the Subordinated Notes Indenture, such refinancing Indebtedness shall be (A) subordinated to the Payment Obligations on terms that are reasonably satisfactory to the Administrative Agent (it being understood that subordination terms substantially similar to those applicable to the Subordinated Notes are deemed to be satisfactory) or (B) pursuant to a Permitted Third Lien Financing and (vii) such refinancing Indebtedness shall be unsecured unless pursuant to a Permitted Third Lien Financing.