Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business 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) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic LeasesLease Obligations) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with addition to the mineral wool plant located Indebtedness described in West Virginia clauses (a) through (e) and (g) through (i) of this Section in an aggregate principal amount not to exceed $35,000,00010,000,000 at any one time outstanding, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s)); (g) other unsecured Indebtedness of the Borrowersassumed in Permitted Acquisitions and renewals, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder refinancings and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued extensions thereof on terms and conditions not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver materially less favorable to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentapplicable debtor(s)); (h) secured Indebtedness acquired or assumed pursuant to a in Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness Acquisitions in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers15,000,000 at any one time outstanding, directorsand renewals, managers, consultants refinancings and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsextensions thereof; and (ti) Guarantees with respect to Indebtedness permitted under clauses (a) through (h) of this Section 8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI EMS and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)8.03; (c) the Lux SNC Loan, the UK Acquisition Company Lux Loan and any other intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary Borrower existing or arising under any Swap Contract, ; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI EMS or any of its Subsidiaries the Canadian Borrower to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, ; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of US$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 (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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) other unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with of EMS and the mineral wool plant located in West Virginia in an aggregate principal amount Canadian Borrower not to exceed $35,000,000US$5,000,000 in the aggregate at any one time outstanding; (g) other unsecured Indebtedness of UK Acquisition Company not to exceed US$1,000,000 in the Borrowers, provided that (i) the final maturity date for such Indebtedness is aggregate at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent;one time outstanding; and (h) secured or unsecured Indebtedness acquired or of EMS and the Canadian Borrower assumed pursuant to in connection with a Permitted Acquisition, including Acquisition so long as such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default was not incurred in anticipation of or Event of Default shall exist immediately before or immediately after giving effect thereto, in connection with the respective Permitted Acquisition and (ii) does not exceed $10,000,000 in the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming aggregate at any time outstanding. Notwithstanding the foregoing, in form neither Lux SNC, EMS Lux SARL, UK Acquisition Company, UK Target, nor any LXE Foreign Subsidiary shall create, incur, assume or suffer to exist any Indebtedness other than (x) Lux SNC’s obligations under the Lux SNC Loan, (y) UK Acquisition Company’s obligations under the UK Acquisition Company Lux Loan and detail reasonably satisfactory to the Administrative Agent; (iz) any Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06;clauses (c) and (g) above. (l) Indebtedness incurred by AWI or any of its Subsidiaries Clause (c) in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting Section 8.04 of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect Credit Agreement is hereby amended to Indebtedness permitted under this Section 8.03.read as follows:

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)8.1; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases Leases) or Synthetic Leases) Leases hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount equal to 10% of Consolidated Net Worth (determined as of the end of the most recently completed fiscal year) at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, ; (d) obligations of the Borrower or any of its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (iiie) at unsecured Indebtedness incurred by the time Borrower to finance repurchases of its Capital Stock to the extent permitted by Sections 8.6 and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis8.7; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness obligations of the Borrowers, Borrower under Equity Swap Agreements provided that (i) the final maturity date for term of any such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder Equity Swap Agreements shall not exceed 6 months and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) the notional amount of all such obligations shall not exceed $75,000,000 in the aggregate at any time outstanding; (g) unsecured Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver payable to the Administrative Agent seller of the Capital Stock or Property acquired in a compliance certificate confirming Permitted Acquisition representing all or a portion of the foregoing, in form and detail reasonably satisfactory to purchase price of the Administrative AgentCapital Stock or Property so acquired; (h) Indebtedness acquired or assumed pursuant owing by one Credit Party to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentanother Credit Party; (i) other Indebtedness arising under hereafter incurred by the Borrower not exceeding $200,000,000 in aggregate principal amount at any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businesstime outstanding; (j) Securitization Guaranty Obligations of any Guarantor with respect to the Indebtedness of the Borrower permitted under Section 8.1(i) or Section 8.1(j); and (k) Indebtedness of the Borrower arising under the Convertible Note Indenture and the Convertible Notes in an aggregate principal amount not of up to exceed $150,000,000; 275,000,000 (k) Indebtedness to current or former officersand renewals, directors, managers, consultants refinancings and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock extensions thereof on terms and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case conditions no less favorable to the extent constituting indemnification obligations or obligations in respect Borrower than the terms and conditions of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances Convertible Note Indenture and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if anyConvertible Notes as in effect on the Closing Date), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateIt will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (9.01(b) and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)Permitted Refinancings thereof; (c) intercompany 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 Business; (d) Indebtedness among AWI and consisting of guarantees resulting from endorsement of negotiable instruments for collection by an Obligor or any of its Subsidiaries in the Ordinary Course of Business; (e) unsecured Indebtedness of an Obligor to any other Obligor; provided such Indebtedness is pledged to the extent permitted Administrative Agent for the benefit of the Lenders under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated the Security Agreement and otherwise subordinate in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged Obligations on terms reasonably satisfactory to the Collateral Administrative Agent to secure the Obligationsin its sole discretion; (df) obligations Guarantees by any Obligor of Indebtedness of any other Obligor; (contingent or otherwiseg) of AWI or any Subsidiary existing or arising under any Swap Contract, purchase money Indebtedness and Capital Lease Obligations and Permitted Refinancings thereof; provided that (i) such obligations are (or were) entered into by such Person in if secured, 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price collateral therefor consists solely of the asset(s) assets being financed, the products and proceeds thereof and books and records related thereto, (ii) no in the case of purchase money Indebtedness, such Indebtedness shall be refinanced for a principal amount in excess not constitute less than 75% of the principal balance outstanding thereon at the time of aggregate consideration paid with respect to such refinancing, asset and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate outstanding principal amount of such Indebtedness does not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is 2,000,000 at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agenttime; (h) Indebtedness acquired unsecured workers’ compensation Claims, payment obligations in connection with health, disability or assumed pursuant to a Permitted Acquisitionother types of social security benefits, including such Indebtedness that was unemployment or other insurance obligations, reclamation and statutory obligations, in each case incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event the Ordinary Course of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentBusiness; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businessHedging Agreements permitted pursuant to Section 9.05(f); (j) Securitization Indebtedness approved in an aggregate principal amount not to exceed $150,000,000advance in writing by the Majority Lenders and Permitted Refinancings thereof; (k) Indebtedness to current or former officers, directors, managers, consultants of the Borrower and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06with respect to corporate credit cards not to exceed $1,500,000 at any time outstanding; (l) Indebtedness incurred by AWI or any consisting of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) an Obligor under deferred compensation or other similar adjustmentsarrangements incurred by such Person in the Ordinary Course of Business in connection with a transaction expressly permitted hereunder; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management protections and similar arrangements in the ordinary course of businesseach case in connection with deposit accounts; (n) Indebtedness consisting obligations in respect of (a) the financing of insurance premiums appeal and surety bonds and performance and completion guarantees and similar obligations provided by an Obligor or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts guarantees or similar instruments issued or created related thereto, in each case in the ordinary course Ordinary Course of business, including in respect Business; (o) Indebtedness supported by a letter of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness credit with respect to reimbursement-type which the Borrower has any reimbursement obligations, so long as such reimbursement obligations regarding workers compensation claims, provided that upon the drawing constitute Indebtedness permitted pursuant to any other clause of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrencethis Section 9.01; (p) all Indebtedness consisting of unpaid insurance premiums (if any), interest (including post-petition interest), fees, expenses, charges not in excess of one year’s premiums) owing to insurance companies and additional or contingent interest on obligations described insurance brokers incurred in clauses (a) through (o) above and (q) through (t) belowconnection with the financing of insurance premiums in the Ordinary Course of Business; (q) Indebtedness endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course Ordinary Course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and servicesBusiness; (r) Indebtedness under arising as a Sale and Leaseback Transaction direct result of AWI’s corporate headquarters judgments, orders, awards or decrees against an Obligor or any of its Subsidiaries, in Lancaster, Pennsylvania;each case not constituting an Event of Default; and (s) other Indebtedness of Foreign Subsidiaries of AWI in an aggregate outstanding amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03exceed $1,000,000 at any time and Permitted Refinancings thereof.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any IndebtednessIndebtedness or issue any Preferred Stock. Notwithstanding the foregoing, except: the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) Indebtedness under will not prohibit the Loan Documents;incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (bi) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof and listed on Schedule 8.03 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market termsthis Section 7.02(a)(i)); (cii) intercompany (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”); provided that the Aggregate Principal Amount of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed the ABL Cap, and (B) Obligations of the Loan Parties under the Loan Documents; provided that (1) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled to the benefit of the Liens under the Collateral Documents or the Existing ABL Facility shall not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness among AWI and owed to the Borrower or any of its Subsidiaries to the extent permitted under Section 8.02evidenced by an unsubordinated promissory note; provided thatthat if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, if secured, any such Indebtedness shall must be expressly subordinated in right of payment to the ObligationsTerm Loans, and if evidenced by an intercompany notein the case of the Borrower, such note shall be pledged to or the Collateral Agent to secure Subsidiary Guaranty, in the Obligationscase of a Subsidiary; (div) obligations (contingent or otherwise) Guarantees of AWI the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary existing by the Borrower or arising under any Swap Contract, Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (iv) 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; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations are in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or werepurchase money obligations) entered into incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real or personal property so acquired, plus goodwill associated therewith) by the Borrower or any of its Subsidiaries after the Closing Date; provided, however, that the aggregate principal amount of such Person Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes (B) take-or-pay obligations contained in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations supply arrangements entered into in the ordinary course of business; (jA) Securitization Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xv) the incurrence by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge, Indebtedness that was permitted by this Agreement to be incurred under clause (i); (xvi) [Intentionally omitted]; (xvii) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or 1,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetstime outstanding; and (txviii) Guarantees with respect additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under this Section 8.03clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (9.3 and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)the Lenders and any increase in the principal amount of any Indebtedness on such Schedule by an aggregate amount of up to $1,000,000, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or the Lenders; (c) intercompany purchase money Indebtedness among AWI and (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the extent permitted under purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness incurred and at any time outstanding pursuant to this Section 8.02; provided that, if secured, 9.3(c) for all such Persons taken together shall not exceed $75,000,000 at any one time outstanding (ii) such Indebtedness when incurred by Borrower or any of its Subsidiaries shall not exceed the purchase price of the asset(s) financed and (iii) no such Indebtedness shall be expressly subordinated refinanced for a principal amount in right excess of payment to the Obligations, and if evidenced by an intercompany note, principal balance outstanding thereon at the time of such note shall be pledged to the Collateral Agent to secure the Obligationsrefinancing; (d) obligations (contingent or otherwise) of AWI the Borrower or any Subsidiary existing or arising under any Swap ContractHedge 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 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 Hedge Agreement does not contain any provision exonerating the non defaulting party from its obligation to make termination payments on outstanding transactions to the defaulting party; (e) purchase money intercompany Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in permitted under Section 8.11 on a Pro Forma Basis9.2; (f) unsecured Indebtedness evidenced consisting of mortgage financing with respect to any Real Property owned by recovery zone facility bonds any Credit Party (with recourse limited to such owned Real Property (subject to customary non-recourse carveouts)), (g) Indebtedness in respect of letters of credit (other than those issued in connection with hereunder, including the mineral wool plant located in West Virginia Existing Letters of Credit) in an aggregate principal outstanding amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is 10,000,000 at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agenttime; (h) Indebtedness acquired in connection with a Permitted Acquisition or assumed Investment permitted pursuant to a Permitted Acquisition, including Section 9.2(l) where such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default existed on the date of the consummation of such Permitted Acquisition or Event of Default shall exist immediately before or immediately after giving effect theretoInvestment permitted pursuant to Section 9.2(l), (ii) was not incurred in contemplation of the Borrowers will be in compliance with the financial covenants under such Permitted Acquisition or Investment permitted pursuant to Section 8.11 after giving effect thereto on Pro Forma Basis 9.2(l) and (iii) is not at any time secured by assets of the Borrowers shall deliver Borrower and its Subsidiaries other than those acquired in such Permitted Acquisition or Investment permitted pursuant to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentSection 9.2(l); (i) Indebtedness arising under any performanceperformance bonds, bidsurety bonds, appeal or surety bond or under any performance or completion guarantee or bank guaranties and similar obligations entered into instruments incurred in the ordinary course of business; (jI) Securitization other unsecured Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) including unsecured Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, refinancing or replacement of any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price Indebtedness) and (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (aII) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangementsAdditional Convertible Notes, in each case, in the ordinary course so long as, (A) there shall exist no Default or Event of business; (o) Indebtedness incurred by AWI Default before or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 after giving effect to reimbursement-type obligations regarding workers compensation claims, provided that upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, (B) upon giving effect to the incurrence of such obligations Indebtedness on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 9.15 as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or (b), and which, in the case of any Indebtedness incurred in reliance on this clause (j) in an amount individually in excess of $10,000,000, shall be demonstrated pursuant to a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent, (C) the scheduled maturity date of such Indebtedness is at least 90 days after the Scheduled Maturity Date and (D) no scheduled payments of principal of such Indebtedness are reimbursed within thirty (30) required sooner than 90 days following such drawing, reimbursement obligation or incurrencethe Scheduled Maturity Date; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (tk) Guarantees with respect to Indebtedness permitted under this Section 8.039.3; (l) Indebtedness secured by, or a Capital Lease in respect of, equipment associated with the Orbital Launch Support Assets; (m) secured Indebtedness not otherwise permitted under this Section 9.3; provided, however, that the aggregate outstanding principal amount of all such secured Indebtedness shall not exceed $25,000,000 at any time; and (n) unsecured Indebtedness not otherwise permitted under this Section 9.3; provided, however, that the aggregate outstanding principal amount of all such unsecured Indebtedness shall not exceed $50,000,000 at any time and provided (A) there shall exist no Default or Event of Default before or after giving effect to the incurrence of such Indebtedness and (B) upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Credit Parties would be in compliance with the financial covenants set forth in Section 9.15 as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 8.1(a) or (b), and which, in the case of any Indebtedness incurred in reliance on this clause (n) in an amount individually in excess of $10,000,000, shall be demonstrated pursuant to a certificate of a Responsible Officer which the Borrower has delivered to the Administrative Agent.

Indebtedness. CreateBorrower shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or be liable in any manner with respect to, suffer or permit to exist exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (eb) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred arising after the date hereof to the extent secured by AWI purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property not to exceed $3,500,000 in the aggregate at any time outstanding so long as such security interests and mortgages do not apply to any property of Borrower or any of its Subsidiaries to finance other than the purchase, acquisition, construction, repair, replacement Equipment or improvement of fixed or capital assetsReal Property so acquired, and renewals, refinancings and extensions thereof, provided that (i) such the Indebtedness when incurred shall secured thereby does not exceed the purchase price cost of the asset(sEquipment or Real Property so acquired, as the case may be; (c) financedguarantees by any Subsidiaries of Borrower of the Obligations in favor of Lender; (d) Indebtedness of Borrower under interest swap agreements, (ii) no interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and similar contractual agreements entered into for the purpose of protecting a Person against fluctuations in interest rates; provided, that, such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not for speculative purposes and such Indebtedness shall be refinanced for a principal unsecured; (e) Indebtedness of Borrower evidenced by or arising under the Senior Notes as in effect on the date hereof, provided, that: (i) the aggregate amount of such Indebtedness shall not exceed $100,000,000 less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in excess of the principal balance outstanding respect thereof, plus interest thereon at the time rate provided for in the Senior Notes as in effect on the date hereof, (ii) Borrower and its Subsidiaries shall not, directly or indirectly, make any payments in respect of such refinancingIndebtedness, except that Borrower may make regularly scheduled payments of interest and principal, if any, in respect of such Indebtedness when due in accordance with the terms of the Senior Notes as in effect on the date hereof, (iii) at Borrower and its Subsidiaries shall not, directly or indirectly, (A) amend, modify, alter or change in any material respect any terms of such Indebtedness or any of the time Senior Notes or the Senior Note Indenture or any related agreements, documents and instruments, except that Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof or defer the timing of and immediately any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness other than pursuant to payments thereof, or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iv) Borrower shall furnish to Lender all notices of default or demands in connection with such Indebtedness received by Borrower or on its behalf, promptly after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisreceipt thereof; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with of Borrower arising after the mineral wool plant located in West Virginia in an aggregate principal amount not date hereof to exceed $35,000,000; any third person (g) other unsecured than Indebtedness otherwise permitted under this Section 9.9), provided, that, each of the Borrowers, provided that following conditions is satisfied as determined by Lender: (i) the final maturity date for such Indebtedness is at least 91 days beyond shall be on terms and conditions acceptable to Lender and shall be subject and subordinate in right of payment to the final maturity date for any Term Loan hereunder right of Lender to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunderintercreditor agreement between Lender and such third party, in form and substance satisfactory to Lender, (ii) Lender shall have received not less than ten (10) days prior written notice of the intention of Borrower to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Lender the amount of such Indebtedness, the person or persons to whom such Indebtedness will be issued on terms not more onerous that owed, the terms hereofinterest rate, the schedule of repayments and maturity date with respect thereto and such other information as Lender may reasonably request with respect thereto, (iii) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Lender may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Lender for application to the Obligations in such order and manner as Lender may determine, (v) on and before the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist immediately before or immediately after giving effect have occurred, (vi) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (ivother than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the sending thereof, as the case may be; (g) the Borrowers will be Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided, that, (i) Borrower may only make regularly scheduled payments of principal and interest in compliance respect of such Indebtedness in accordance with the financial covenants under Section 8.11 terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrower may, after giving effect thereto on Pro Forma Basis prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (viii) Borrower shall furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf, promptly after the Borrowers shall deliver to receipt thereof, or sent by Borrower or on its behalf, concurrently with the Administrative Agent a compliance certificate confirming sending thereof, as the foregoing, in form and detail reasonably satisfactory to the Administrative Agent;case may be; and (h) Indebtedness acquired or assumed pursuant of Borrower to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outsaccordance with Section 9.10(g) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03hereof.

Indebtedness. CreateBorrower shall not incur, incurcreate, assume or suffer permit to exist any indebtedness or liability for borrowed money, any indebtedness constituting the deferred purchase price of any property or assets, any indebtedness owed under any conditional sale or title retention agreement, contingent obligations pursuant to guaranties of Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness endorsements, letters of AWI credit and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewalsother similar secondary liabilities, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if other indebtedness or liability evidenced by an intercompany notenotes, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) bonds, debentures or similar obligations (contingent or otherwisecollectively, “Indebtedness”) without the prior written approval of AWI or any Subsidiary existing or arising under any Swap ContractLender, provided that except for (i) such obligations are the Loan, (or wereii) entered into by such Person the endorsement of checks for collection in the ordinary course of business, (iii) debt payable to suppliers and other trade creditors in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitieson ordinary and customary trade terms and which is not past due, commitments(iv) intercompany Indebtedness; (v) other Indebtedness, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and an aggregate principal amount not for purposes of speculation or taking a “market view”; to exceed $1,000,000 at any time outstanding; (evi) purchase money Indebtedness (including obligations in respect of Capital Leases capital leases or Synthetic Leasessynthetic leases) hereafter incurred by AWI any Loan Party or any of its their Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof; provided, provided that that, (i1) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $500,000 at any one time outstanding, (2) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, financed and (ii3) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fvii) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management programs, automatic clearinghouse arrangements and similar arrangements in each case in connection with deposit accounts and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; ; provided, that, (nx) any such Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed is extinguished within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above days; and (qy) through the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed $750,000; (t) below; (qviii) Indebtedness incurred in the ordinary course favor of business Madryn Health Partners, LP as set forth in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods Subordination Agreement; and services; (rix) other Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect owing to Indebtedness permitted under this Section 8.03Lender.

Indebtedness. CreateNeither the Company nor any of its Subsidiaries shall create, incur, assume or suffer to exist any Indebtedness, except:Indebtedness except for the following (each of which shall be calculated without duplication): (a) Indebtedness under the Loan DocumentsNotes; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)Non-Recourse Indebtedness; (c) intercompany Recourse Indebtedness among AWI of the Company and its Subsidiaries to which is secured by Property of the extent permitted under Section 8.02Company or its Subsidiaries; provided thatprovided, if securedhowever, any that (i) as of the Closing through December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness shall be expressly subordinated in right not exceed the aggregate principal amount of payment to such Recourse Indebtedness outstanding as of the ObligationsClosing; and (ii) after December 31, and if evidenced by an intercompany note2000, the aggregate outstanding principal amount of such note Recourse Indebtedness shall be pledged to the Collateral Agent to secure the Obligationsnot exceed $15,000,000; (d) obligations Recourse Indebtedness of the Company and its Subsidiaries which is not secured by Property of the Company or its Subsidiaries; provided, however, that the aggregate principal amount of all such Recourse Indebtedness shall not exceed $33,000,000 at any time; (contingent or otherwisee) Indebtedness of AWI a Subsidiary owed to the Company or any Subsidiary existing other Subsidiary; (f) Indebtedness arising in connection with Swaps entered into by the Company or arising under its Subsidiaries for the sole purpose of fixing or hedging (i) interest rate risk with respect to any Swap Contractfloating or fixed rate Indebtedness permitted by the terms of this Agreement to be outstanding or (ii) the value of foreign currencies purchased or received by the Company or its Subsidiaries in the ordinary course of business, provided that all such arrangements are entered into in connection with bona fide fixing or hedging operations and not for speculation; (g) Indebtedness of the Company and its Subsidiaries for trade accounts payable, provided that (i) such obligations are (or were) entered into by such Person accounts arise 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time material part of such refinancing, and account is more than 90 days past due (iii) at the time of and immediately after giving effect unless subject to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date bona fide dispute for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentwhich adequate reserves have been established); (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis Company and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness its Subsidiaries arising under any performanceworkers' compensation, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into unemployment insurance and social security laws arising in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (si) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsthe Company arising under the Warrants; and (tj) Guarantees with Subordinated Indebtedness of the Company and its Subsidiaries to any other Person. With respect to the Recourse Indebtedness permitted set forth in Section 10.8(d) above, the Company will take, or cause to be taken, all actions necessary to ensure that the obligations of the Company under this Section 8.03the Notes are and continue to rank at least pari passu in right of payment with such Recourse Indebtedness (including without limitation (a) Indebtedness arising under the East West Bank Credit Agreement and (b) Indebtedness arising under the Tokai Bank Loan Agreement).

Indebtedness. CreateNeither the Company nor any of its Subsidiaries shall create, incur, assume or suffer to exist any Indebtedness, except:Indebtedness except for the following (each of which shall be calculated without duplication): (a) Indebtedness under the Loan DocumentsNotes; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)Non-Recourse Indebtedness; (c) intercompany Recourse Indebtedness among AWI of the Company and its Subsidiaries to which is secured by Property of the extent permitted under Section 8.02Company or its Subsidiaries; provided thatprovided, if securedhowever, any that (i) as of the Closing through December 31, 2000, the aggregate outstanding principal amount of such Recourse Indebtedness shall be expressly subordinated in right not exceed the aggregate principal amount of payment to such Recourse Indebtedness outstanding as of the ObligationsClosing; and (ii) after December 31, and if evidenced by an intercompany note2000, the aggregate outstanding principal amount of such note Recourse Indebtedness shall be pledged to the Collateral Agent to secure the Obligationsnot exceed $15,000,000; (d) obligations Recourse Indebtedness of the Company and its Subsidiaries which is not secured by Property of the Company or its Subsidiaries; provided, however, that the aggregate principal amount of all such Recourse Indebtedness shall not exceed $33,000,000 at any time; (contingent or otherwisee) Indebtedness of AWI a Subsidiary owed to the Company or any Subsidiary existing other Subsidiary; (f) Indebtedness arising in connection with Swaps entered into by the Company or arising under its Subsidiaries for the sole purpose of fixing or hedging (i) interest rate risk with respect to any Swap Contractfloating or fixed rate Indebtedness permitted by the terms of this Agreement to be outstanding or (ii) the value of foreign currencies purchased or received by the Company or its Subsidiaries in the ordinary course of business, provided that all such arrangements are entered into in connection with bona fide fixing or hedging operations and not for speculation; (g) Indebtedness of the Company and its Subsidiaries for trade accounts payable, provided that (i) such obligations are (or were) entered into by such Person accounts arise 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time material part of such refinancing, and account is more than 90 days past due (iii) at the time of and immediately after giving effect unless subject to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date bona fide dispute for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentwhich adequate reserves have been established); (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis Company and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness its Subsidiaries arising under any performanceworkers' compensation, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into unemployment insurance and social security laws arising in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (si) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsthe Company arising under the Warrants; and (tj) Guarantees with Subordinated Indebtedness of the Company and its Subsidiaries to any other Person. With respect to the Recourse Indebtedness permitted set forth in Section 10.8(d) above, the Company will take, or cause to be taken, all actions necessary to ensure that the obligations of the Company under this Section 8.03.the Notes are and continue to rank at least pari passu in right of payment with such Recourse Indebtedness (including without limitation (a) Indebtedness arising under the East

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)); (c) intercompany purchase money Indebtedness among AWI (including obligations in respect of capital leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, provided that (i) the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any (iii) no such Indebtedness shall be expressly subordinated refinanced for a principal amount in right excess of payment to the Obligations, and if evidenced by an intercompany note, principal balance outstanding thereon at the time of such note shall be pledged to the Collateral Agent to secure the Obligationsrefinancing; (d) Indebtedness under the Permitted Securitization Transaction; provided that the Attributable Indebtedness thereunder shall not exceed $175,000,000 at any time outstanding; (e) obligations (contingent or otherwise) of AWI the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business 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; (ef) purchase money intercompany Indebtedness permitted under Section 8.02; (including obligations in respect of Capital Leases or Synthetic Leasesg) hereafter incurred Subordinated Indebtedness consisting of: (i) Indebtedness evidenced by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, 2003 Convertible Subordinated Notes (and renewals, refinancings refinancing and extensions refundings of the then outstanding principal amount thereof, provided that (A) the terms of subordination thereof shall be customary for similar subordinated indebtedness issuances but in any event shall not be less favorable to the Lenders than the terms of subordination contained in the 2003 Convertible Subordinated Note Documents and (B) the other terms and conditions thereof shall not be less favorable to the Lenders than the terms and conditions contained in the 2003 Convertible Subordinated Note Documents); and (ii) other Subordinated Indebtedness, provided that (A) the Borrower shall have delivered a Pro Forma Compliance Certificate to the Administrative Agent demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Subordinated Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b), and (B) no Default or Event of Default shall exist at the time or would exist after giving effect to the incurrence of such Subordinated Indebtedness; (h) mortgage Indebtedness assumed in connection with a Permitted Acquisition, and any refinancing, refunding, renewal or extension thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price was in existence as of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance the acquisition and was not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired incurred or assumed pursuant to a Permitted Acquisitionin contemplation thereof, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, and (ii) the Borrowers will amount of any such mortgage Indebtedness shall not be increased in compliance connection with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis any refinancing, refunding, renewal or extension (exclusive of reasonable premiums, fees and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, expenses in form and detail reasonably satisfactory to the Administrative Agentconnection therewith); (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization unsecured Indebtedness in an aggregate principal amount not to exceed $150,000,0005,000,000 at any one time outstanding; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (mj) obligations arising under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management surety bonds and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred entered into in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate principal amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsto exceed $15 million at any one time outstanding; and (tk) Guarantees with respect to Indebtedness permitted under this Section 8.03. Notwithstanding anything to the contrary in this Section 8.03 or otherwise, the Special Purpose Subsidiary shall not contract, create, incur, assume or permit to exist any Indebtedness other than Indebtedness existing from time to time under the Permitted Securitization Transaction.

Indebtedness. Create, None of the Loan Parties or any of their respective Subsidiaries shall incur, assume create, assume, become or suffer be liable in any manner, with respect to, or permit to exist exist, or permit any Subsidiary to incur, create, assume, become or be liable in any manner, with respect to, or permit to exist, any Indebtedness, except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)Intercompany Debt; (c) intercompany Indebtedness among AWI and its Subsidiaries which is Subordinated to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to Notes (the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations“Subordinated Debt”); (d) obligations Real Property Financing Debt; (contingent or otherwisee) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person trade debt incurred 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”business; (ef) purchase money Indebtedness (including obligations incurrences of up to $25,000,000 in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, given Fiscal Year; provided that the proceeds of any Indebtedness so incurred under this clause (if) such Indebtedness when incurred shall not exceed are used solely to fund all or a portion of the purchase price of Permitted Acquisitions and immediately before and after the asset(sincurrence of such Indebtedness the Issuers are in compliance with all of the terms and conditions of this Agreement, and provided further that any Lien that secures any Indebtedness so incurred under this clause (f) financedis limited solely to the assets acquired with proceeds of such Indebtedness and that any obligations of GTI under any related guarantee or other support document are Subordinated to the Obligations hereunder; (g) Attributable Debt in respect of Sale and Leaseback Transactions, provided, that (x) (A) the Issuers would be in pro forma compliance with the financial covenants in Section 6.10 hereof that are then required to be tested upon entry into such Sale and Leaseback Transaction, (iiB) no such Indebtedness shall in the good faith determination of GTI based on assumptions and forecasted results of operations believed by GTI to be refinanced for a principal amount in excess of reasonable, the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI Issuers will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with 6.10 at such time as they are required to be tested throughout the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness life of the BorrowersLoans, provided that and (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iiiC) no Default or Event of Default shall exist immediately before have occurred and be continuing, or immediately after giving effect theretowould be caused by such Sale and Leaseback Transaction, (ivy) GTI shall have delivered to the Borrowers will be Purchasers a certificate of the chief financial officer of GTI as to the matters set forth in clause (x), including calculations demonstrating pro forma compliance with the financial covenants under in Section 8.11 after giving effect thereto on Pro Forma Basis 6.10 that are then required to be tested, and (vz) if any obligor in respect of such Attributable Debt (e.g., tenant or guarantor) is not already a Loan Party hereunder, such obligor shall have executed and delivered an Additional Guaranty Agreement in favor of each of the Borrowers Purchasers, together with such organizational documents, resolutions, certificates and legal opinions as the Purchasers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, reasonably require in form and detail reasonably satisfactory to the Administrative Agentconnection therewith; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants obligations under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or and surety bond or under any performance or completion guarantee or similar obligations entered into bonds, in each case in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (ti) Guarantees with respect to Indebtedness refinancing any Indebtedness permitted under this by any subsection of Section 8.037.1(a) through (h); provided that the aggregate principal amount of such refinancing Indebtedness shall not exceed the outstanding principal amount of Indebtedness being refinanced plus accrued and unpaid interest.

Indebtedness. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and any of its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)8.1; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness (for all such Persons taken together) shall not exceed an aggregate principal amount of $3,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above (other than any such Indebtedness incurred in connection with acquisitions)); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued obligations of the Borrower in connection with the mineral wool plant located respect of Hedging Agreements entered into in West Virginia in an aggregate principal amount order to manage existing or anticipated interest rate or exchange rate risks and not to exceed $35,000,000for speculative purposes; (ge) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Intercompany Indebtedness incurred in the ordinary course of business in respect of obligations of AWI and consistent with past practices or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and servicesfor cash management purposes; (rf) additional Subordinated Indebtedness under a Sale which by its terms (i) requires repayment of principal (including any sinking fund) and Leaseback Transaction of AWI’s corporate headquarters annual cash interest payments in Lancasteramounts not greater than and at such times not earlier than are required by the Subordinated Note Documents, Pennsylvania(ii) is unsecured, and (iii) is on market terms, including without limitation subordination and other intercreditor terms, that are consistent with the public bond market and that have been approved by the Required Lenders; (sg) Subordinated Indebtedness issued in exchange for Subordinated Indebtedness listed on Schedule 8.1, provided such Subordinated Indebtedness meets the requirements of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent clauses (5.0%i), (ii) and (iii) of Consolidated Foreign AssetsSection 8.1(f) above; and (th) Guarantees in addition to the Indebtedness otherwise permitted by this Section 8.1, other Indebtedness hereafter incurred by the Borrower or any of its Subsidiaries provided that (i) the loan documentation with respect to such Indebtedness permitted under this Section 8.03shall not contain covenants or default provisions relating to the Borrower and its Subsidiaries that are more restrictive than the covenants and default provisions contained in the Credit Documents, (ii) on the date of incurrence of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence of such Indebtedness of the Borrower or any of its Subsidiaries, no Default or Event of Default would exist hereunder, and (iii) the aggregate principal amount of such Indebtedness shall not exceed $2,500,000 at any time.

Indebtedness. CreateThe Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Indebtedness, Indebtedness except: (a) Indebtedness under the Loan Documents; (b) Indebtedness under the Existing Term Loan Agreement and refinancings, refundings, renewals or extensions thereof; provided that the amount of AWI such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or interest and its Subsidiaries existing on the date hereof other reasonable amounts paid, and listed on Schedule 8.03 (fees and renewalsexpenses reasonably incurred, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)in connection with such refinancing; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesfluctuations in interest rates or foreign exchange rates, commitments, investments, assets, or property held or reasonably anticipated (ii) such Swap Contract is not (and is not required by such Person, or changes GAAP to be) accounted for as speculative in the value of securities issued by such Personnature, and (iii) such Swap Contract does not for purposes contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Guarantees of speculation or taking a “market view”Indebtedness permitted pursuant to this Section 7.03; (e) purchase money Indebtedness (including obligations in respect of Capital Leases owed to any Person providing property, casualty or Synthetic Leases) hereafter incurred by AWI liability insurance to the Borrower or any Subsidiary of its Subsidiaries to finance the purchaseBorrower, acquisition, construction, repair, replacement or improvement so long as the outstanding amount of fixed or capital assetssuch Indebtedness does not exceed $5,000,000 at any time, and renewalsshall be incurred only to defer the cost of, refinancings and extensions thereof, provided that (i) such insurance for the year in which such Indebtedness when is incurred shall not exceed the purchase price of the asset(s) financed, (ii) no and such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of only during such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentyear; (i) Indebtedness arising under any performancefrom the honoring by a bank or other financial institution of a check, bid, appeal or surety bond or under any performance or completion guarantee draft or similar obligations entered into instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence, (ii) Indebtedness in respect of credit cards provided the outstanding amount of such Indebtedness does not exceed $500,000 at any time and is extinguished within 60 days from the date of invoice, and (iii) Indebtedness in respect of purchase cards provided such Indebtedness is extinguished within 60 days from the date of invoice; (jg) Securitization contingent (but not matured) reimbursement, indemnification or similar obligations (including any arising by right of subrogation) of the Borrower or of one or more Subsidiaries in respect of stay or appeal bonds; and (h) Indebtedness in not exceeding an aggregate principal amount not to exceed of $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or 150,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03time outstanding.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (bi) Indebtedness of AWI Borrower and its Subsidiaries existing outstanding on the date hereof Restatement Effective Date and listed on Schedule 8.03 6.01(b) to this Agreement and (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(sii) or at then prevailing market terms)Permitted Refinancings thereof; (c) intercompany Indebtedness among AWI of Borrower and its Subsidiaries under Hedging Obligations with respect to the extent permitted under Section 8.02interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided thatthat if such Hedging Obligations relate to interest rates, if secured, any (i) such Hedging Obligations relate to payment obligations on Indebtedness shall otherwise permitted to be expressly subordinated in right incurred by the Loan Documents and (ii) the notional principal amount of payment such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to the Obligations, and if evidenced by an intercompany note, which such note shall be pledged to the Collateral Agent to secure the ObligationsHedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations, in an aggregate amount not to exceed $10.0 million at any time outstanding; (f) Indebtedness in respect of bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of and completion guarantees and other similar obligations (contingent or otherwise) of AWI or provided by any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Company 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000business; (g) other unsecured Contingent Obligations of Borrower and its Subsidiaries in respect of Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants otherwise permitted under this Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent6.01; (h) Indebtedness acquired arising from the honoring by a bank or assumed pursuant to other financial institution of a Permitted Acquisitioncheck, including 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 that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event is extinguished within five Business Days of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentincurrence; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in connection with endorsement of instruments for deposit in the ordinary course of business; (j) Securitization Acquired Indebtedness in an aggregate principal amount not to exceed $150,000,00025.0 million at any time outstanding; (k) Indebtedness to current incurred by Borrower or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) any Subsidiary to finance the purchase or redemption payment of Capital Stock and Capital Stock Equivalents insurance premiums of AWI Borrower or its Subsidiaries permitted by Section 8.06Subsidiaries; (l) unsecured intercompany Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case pursuant to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outsSection 6.04(f) or other similar adjustments(m); (m) obligations under Indebtedness of Borrower and its Subsidiaries in an aggregate amount not to exceed $50.0 million at any Treasury Management Agreement and other Indebtedness in respect time outstanding, of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business;which $10.0 million may be secured Indebtedness; and (n) Indebtedness of Holdings or Borrower consisting of notes issued as described in Section 6.08(b), provided that (ai) such Indebtedness shall be subordinated to the financing Obligations in a manner reasonably satisfactory to the Administrative Agent, (ii) such Indebtedness shall have no covenants or events of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary default other than in respect of letters the obligation to make scheduled principal and interest payments and (iii) the interest rate applicable to such Indebtedness shall not exceed the Base Rate applicable at the time of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence issuance of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateEach of the Credit Parties will not, nor will it permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on as of the date hereof Closing Date as referenced in the financial statements referenced in Section 3.1 (and listed on set out more specifically in Schedule 8.03 (6.1(b)) hereto and renewals, refinancings and or extensions thereof on terms and conditions in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing or at then prevailing market terms)extension; (c) intercompany Indebtedness among AWI of the Borrower and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase price or improvement cost of fixed or capital assets, and renewals, refinancings and extensions thereof, construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financed, construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, ; and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; (d) Unsecured intercompany Indebtedness among the time of Credit Parties, provided that any such Indebtedness shall be (i) fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and immediately after giving effect (ii) evidenced by promissory notes which shall be pledged to such incurrence, AWI will be the Administrative Agent as Collateral for the Credit Party Obligations; (e) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisorder to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with and obligations of Credit Parties owing under documentary letters of credit for the mineral wool plant located in West Virginia in an aggregate principal amount purchase of goods or other merchandise (but not to exceed $35,000,000under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally; (g) other unsecured Guaranty Obligations in respect of Indebtedness of a Credit Party to the Borrowers, provided that (i) the final maturity date for extent such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will permitted to exist or be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under incurred pursuant to this Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent;6.1; and (h) other Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis Borrower and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into its Subsidiaries which does not exceed $2,500,000 in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03time outstanding.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)set forth in SCHEDULE 8.1; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases Leases) or Synthetic Leases) Leases hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, provided assets PROVIDED that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued obligations of the Borrower or any of its Subsidiaries in connection with the mineral wool plant located respect of Hedging Agreements entered into in West Virginia in an aggregate principal amount order to manage existing or anticipated interest rate or exchange rate risks and not to exceed $35,000,000for speculative purposes; (ge) other unsecured Indebtedness of the BorrowersBorrower and its Subsidiaries in an amount not to exceed $3,000,000 in the aggregate at any one time; and (f) any Indebtedness (the "REPLACEMENT INDEBTEDNESS") that refinances or replaces the Indebtedness of ▇▇▇▇▇▇ Realty Services, provided that Inc. set forth on SCHEDULE 8.1 (the "▇▇▇▇▇▇ INDEBTEDNESS") and any Guaranty Obligations of the Borrower in connection with the Replacement Indebtedness; provided, however, (i) the final maturity date for such Replacement Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will must be issued on terms not more onerous that no less favorable to ▇▇▇▇▇▇ Realty Services, Inc. as the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto▇▇▇▇▇▇ Indebtedness, (ii) the Borrowers will be in compliance with principal amount of the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis Replacement Indebtedness shall not exceed the aggregate principal amount of the ▇▇▇▇▇▇ Indebtedness and (iii) the Borrowers collateral securing the Replacement Indebtedness shall deliver be the same collateral that secures the ▇▇▇▇▇▇ Indebtedness other than (A) any such collateral that is released, (B) any additional real property collateral identified on SCHEDULE A to the Administrative Agent a compliance certificate confirming the foregoing, in form Third Amendment and detail reasonably satisfactory to the Administrative Agent; (iC) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course collateral consisting of business; (j) Securitization Indebtedness an interest bearing account in an aggregate amount equal to approximately one year's principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance interest payments under the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Replacement Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateThe Borrower shall not, nor shall it enter into any binding agreement to, incur, create, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness under the Loan DocumentsLoans permitted hereunder to be outstanding; (b) (i) purchase money Indebtedness and Capital Lease Obligations with respect to equipment or any other fixed or capital assets to the extent that such purchase money Indebtedness and Capital Lease Obligations (x) are recourse only to, and secured by a Lien only on, the equipment or other fixed or capital assets to which such purchase money Indebtedness or Capital Lease Obligations relate (and are not recourse to, or secured by a Lien on, the Borrower or any of AWI and its Subsidiaries existing (other than any Excluded Subsidiaries) or any of their other assets or property) or (y) exist on the date hereof and listed on are set forth in Schedule 8.03 5.08 (and renewalsincluding any refinancings, refinancings and extensions or replacements thereof on terms and conditions (A) in an aggregate principal amount not materially less favorable greater than the principal amount outstanding of such Indebtedness being refinanced, (B) with a stated maturity not earlier than the Indebtedness being refinanced, (C) that is not senior in right of payment to the applicable debtor(sIndebtedness being refinanced, (D) with scheduled principal payments that are not in the aggregate due any earlier in an amount greater than the Indebtedness being refinanced and (E) on other terms reasonably acceptable to the Agent) and (ii) other purchase money Indebtedness and Capital Lease Obligations with respect to equipment or any other fixed or capital assets and other unsecured Indebtedness, provided that the aggregate amount at then prevailing market terms)any time outstanding of such Indebtedness shall not exceed $25,000,000 outstanding at any time; (c) intercompany Indebtedness among AWI and its Subsidiaries of the Borrower to the extent permitted under Section 8.02Parent or any Subsidiary of Parent; provided that, if secured, that any such Indebtedness shall be expressly unsecured and, subject to the occurrence and during the continuance of an Event of Default, subordinated in right of payment to the ObligationsSecured Obligations on terms customary for intercompany subordinated Indebtedness, and if evidenced as reasonably determined by an intercompany note, such note shall be pledged to the Collateral Agent to secure the ObligationsAgent; (d) obligations L/C Obligations secured only by ▇▇▇▇▇ of the type described in Section 5.09(f); and (contingent or otherwisee) of AWI or any Subsidiary existing or arising under any Swap Contract, other Indebtedness; 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect theretounsecured, (ii) the Borrowers will be in compliance with the financial covenants under aggregate amount at any time outstanding of such Indebtedness incurred pursuant to this Section 8.11 after giving effect thereto on Pro Forma Basis 5.08(e) shall not exceed $25,000,000 and (iii) the Borrowers aggregate amount of Indebtedness of the Borrower at any time outstanding shall deliver not exceed the amount of Indebtedness permitted to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness be incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations Borrower by the NHL under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03NHL governing documents.

Indebtedness. CreateThe Parent Borrower shall not, incurand shall not permit its Restricted Subsidiaries to, assume Incur or suffer to exist any Indebtedness, except: (a) existing Indebtedness under outstanding on the Loan DocumentsFunding Date and described on Schedule 7.3; (b) Indebtedness of AWI and its Subsidiaries existing on under the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)Credit Documents; (c) intercompany Indebtedness among AWI under: (i) the Term Loan Credit Documents and its Subsidiaries to any Guaranties of such Indebtedness by a Guarantor; and (ii) the extent permitted under Section 8.02Senior Notes and any Guaranties of such Indebtedness by a Guarantor; provided that, if secured, that the principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligationsone time; (d) obligations (contingent intercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or otherwise) of AWI made by any Restricted Subsidiary to the Parent Borrower or any Subsidiary existing or arising under any Swap Contract, its Restricted Subsidiaries; provided that (i) any 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leasesother than the US Holdco Intercompany Note) hereafter incurred owed by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness Credit Party shall be refinanced for a principal amount in excess of subordinated to the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued Obligations on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (e) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Specified Cash Management Obligations; (f) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event under Performance Guaranties and Performance Letters of Default shall exist immediately before or immediately after giving effect thereto, Credit and (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver respect to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into letters of credit issued in the ordinary course of business; (ji) Securitization Capitalized Lease Obligations and Indebtedness in an secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to exceed $150,000,000Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance any insurance company in connection with the purchase or redemption financing of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries any insurance premiums permitted by Section 8.06such insurance company; (l) Indebtedness incurred by AWI or any consisting of its Subsidiaries in a Permitted Acquisitionobligations under non-competition arrangements, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect adjustments of purchase price (including price, earn-outs) outs or other similar adjustmentsarrangements; (m) obligations under Indebtedness of any Treasury Management Agreement and Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness in respect of netting servicesoutstanding pursuant to this Section 7.3(m), automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businessSubsidiary Debt Basket Amount; (n) Indebtedness consisting the issuance by any of (a) the financing Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course its Restricted Subsidiaries of businessshares of Preferred Stock; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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, Incurred by any Credit Party; provided that upon the drawing Parent Borrower would have a Leverage Ratio, calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence;of not more than 3.50 to 1.00; and (p) all premiums extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (if any)other than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, interest and fees and expenses (including post-petition interest)any bona fide amendment, feeswaiver or consent fee) reasonably Incurred, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancasterextension, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03modification, renewal, refinancing or replacement).

Indebtedness. CreateEach of the Credit Parties will not, nor will it permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the Loan other Credit Documents; (b) Indebtedness existing as of AWI the Closing Date as referenced in the financial statements referenced in Section 3.1 (and its Subsidiaries existing on the date hereof and listed on set out more specifically in Schedule 8.03 (6.1(b)) hereto and renewals, refinancings and or extensions thereof on terms in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension, together with fees and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)expenses reasonably incurred in connection therewith; (c) intercompany Indebtedness among AWI and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchasepurchase price of furniture, acquisition, construction, repair, replacement or improvement of fixed or capital assets, fixtures and renewals, refinancings and extensions thereof, equipment provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financedconstruction of such furniture, fixtures and equipment; (ii) 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 $25,000,000 at any time outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the time date of and immediately after giving effect to such incurrencerenewal, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisrefinancing or extension; (fd) unsecured Unsecured intercompany Indebtedness evidenced by recovery zone facility bonds issued in connection with among the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, Credit Parties; provided that (i) the final maturity date for any such Indebtedness is at least 91 days beyond shall be fully subordinated to the final maturity date for any Term Loan Secured Obligations hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (e) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to manage existing or anticipated business risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally; (g) Indebtedness in respect of Guaranty Obligations to the extent permitted under Section 6.3; (h) Indebtedness acquired or assumed pursuant in respect of Sale Leaseback Transactions to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants extent permitted under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent6.12; (i) Indebtedness arising under any performance, surety, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into bonds arising in the ordinary course of business; (j) Securitization any Indebtedness owing by any Person prior to such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that such Indebtedness is not created in an aggregate principal amount not to exceed $150,000,000contemplation of such acquisition; (k) other unsecured Indebtedness to current or former officers, directors, managers, consultants and employees Subordinated Debt of Credit Parties which does not exceed $200,000,000 in the aggregate at any time outstanding; provided that (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributeesi) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case Credit Parties shall demonstrate to the extent constituting indemnification obligations reasonable satisfaction of the Administrative Agent that the Credit Parties will be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 5.9 after giving effect to any such Indebtedness and (ii) no Event of Default shall exist at the time of, or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting servicesshall result from, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (tl) Guarantees with respect to other Indebtedness permitted under this Section 8.03of the Credit Parties and their Subsidiaries which does not exceed $25,000,000 in the aggregate at any time outstanding.

Indebtedness. CreateNone of the Borrower or any of the Subsidiaries will create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (a) Indebtedness under in respect of the Loan DocumentsObligations; (b) until the Closing Date, Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on that is to be repaid in full as further identified in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms8.2(b); (c) intercompany Indebtedness among AWI existing as of the Closing Date which is identified in Schedule 8.2(c), and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any refinancing of such Indebtedness shall be expressly subordinated in right a principal amount not in excess of payment to that which is outstanding on the Obligations, and if evidenced by an intercompany note, Closing Date (as such note shall be pledged to amount may have been reduced following the Collateral Agent to secure the ObligationsClosing Date); (d) obligations unsecured Indebtedness in respect of performance, surety or appeal bonds provided in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $250,000; (contingent e) Purchase Money Indebtedness and Capitalized Lease Liabilities in a principal amount not to exceed $500,000 in the aggregate outstanding at any time; (f) Permitted Subordinated Indebtedness; (g) Indebtedness of any Guarantor or otherwise) of AWI the Borrower owing to the Borrower or any Subsidiary Guarantor; (h) Indebtedness of any Subsidiaries that are not Guarantors owing to the Borrower or any Guarantors, in an aggregate amount at any time outstanding not to exceed $500,000; (i) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (j) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Indebtedness existing or arising under any Swap ContractHedging Obligations; provided, provided however, that (i) such obligations are (or were) entered into by such Person the Borrower or the applicable Subsidiaries in the ordinary course of business for the sole 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 PersonBorrower, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000speculation; (k) Indebtedness not to current exceed $500,000 in the aggregate at any time outstanding owed to any Person providing property, casualty, liability, or former officersother insurance to the Borrower and the Subsidiaries, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) including to finance insurance premiums, so long as the purchase or redemption amount of Capital Stock such Indebtedness is not in excess of the amount of the unpaid cost of, and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06shall be incurred only to defer the cost of, such insurance for the policy year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such policy year; (l) unsecured Indebtedness incurred by AWI or of the Borrower consisting of (i) the “Installment Payments” (as defined in the LifeCell Agreement) payable in accordance with the terms of the LifeCell Agreement and (ii) the “Operational Milestone Payments” and “Revenue Milestone Payments” (each as defined in the Aroa Umbrella Agreement) payable in accordance with the terms of the Aroa Umbrella Agreement; provided that Borrower shall not make any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations payment in respect of purchase price any of the foregoing if an Event of Default has occurred and is continuing (including earn-outs) or other similar adjustments;would result from the making of such payment); and (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances Borrower and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount at any time outstanding not in excess of five percent to exceed $250,000; provided that no Indebtedness otherwise permitted by clauses (5.0%c), (e), (f), (g), (h), (j) of Consolidated Foreign Assets; and or (tm) Guarantees with respect to Indebtedness permitted under this Section 8.03shall be assumed, created or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Borrower or any of its Subsidiaries under the Loan Documents; (b) (i) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof Closing Date and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms7.03(c); (c) intercompany Indebtedness among AWI and its Subsidiaries the First Lien Debt under the First Lien Loan Documents, subject to the extent permitted under Section 8.02; provided thatterms of the Intercreditor Agreement, if securednot to exceed, in the aggregate, $150,000,000 at any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligationstime; (d) obligations (contingent Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person commodities pricing risks incurred 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 and permitted 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”Section 7.14; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI the Borrower or any of its Subsidiaries in a an Permitted Acquisition, any other Investment expressly permitted hereunder or any DispositionDisposition permitted hereunder, in each case to the extent and only to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustmentsobligations; (mf) obligations under any Treasury Management Agreement with respect to cash management services and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management protections and similar arrangements in the ordinary course of business;each case in connection with deposit accounts; and (ng) other Indebtedness consisting the aggregate value of (a) the financing which is less than $1,000,000.00. For purposes of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each casedetermining compliance with this Section 7.03, in the ordinary course event that an item of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect meets the criteria of letters more than one of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course categories 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (ac) through (og) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses. The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and (q) through (t) below; (q) Indebtedness incurred the payment of interest or dividends in the ordinary course form of business in respect additional Indebtedness shall not be deemed to be an incurrence of obligations Indebtedness for purposes of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.037.03.

Indebtedness. Create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Indebtedness, exceptother than: (a) Indebtedness under the Loan DocumentsLender Indebtedness; (b) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof and listed which is set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)SCHEDULE 6.2; (c) intercompany Indebtedness among AWI and its Subsidiaries accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the extent permitted under Section 8.02; provided thatordinary course of business (which, if securedgreater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced obligations incurred by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligationsany Subsidiary; (d) obligations (contingent for current taxes, assessments and other governmental charges and taxes, assessments or otherwise) of AWI other governmental charges which are not yet due or any Subsidiary existing are being contested in good faith by appropriate action or arising under any Swap Contractproceeding promptly initiated and diligently conducted, provided that (i) such obligations are (or were) entered into if reserves as shall be required 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”GAAP shall have been made therefor; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred evidenced by AWI or any of its Subsidiaries the Senior Notes, up to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a aggregate principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis$30,000,000; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed owing pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations Interest Rate Swap Agreements entered into in the ordinary course of businessbusiness with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (on money borrowed by the Company); (g) Capital Lease Obligations incurred after the date hereof not to exceed $2,000,000; (h) Indebtedness under purchase money debt (as required to be reported on the financial statements of the Company pursuant to GAAP) not to exceed the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officersSubsidiary Indebtedness; PROVIDED, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of creditHOWEVER, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not in excess of five percent (5.0%) exceed 5% of Consolidated Foreign Net Tangible Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateNo Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) the Senior Notes; (c) the Subordinated Debt; (d) Indebtedness existing as of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 Closing Date (other than the Senior Notes or the Subordinated Debt) as referenced in Section 6.10 (and renewals, refinancings and refinancings, replacements or extensions thereof on terms and conditions no more favorable, in the aggregate, to such Person than such existing Indebtedness and in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing, replacement or at then prevailing market termsextension); (ce) intercompany Indebtedness among AWI in respect of current accounts payable and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person accrued expenses incurred in the ordinary course of business for and to the purpose of directly mitigating risks associated with liabilitiesextent not current, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, accounts payable and not for purposes of speculation or taking a “market view”accrued expenses that are subject to bona fide dispute; (ef) Indebtedness owing by one Credit Party to another Credit Party or from a Non-Material Subsidiary to a Credit Party; (g) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets (including equipment); provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (c) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred arising from Hedging Agreements entered into in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis ordinary course and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentnot for speculative purposes; (i) Indebtedness arising under any performanceincurred in connection with the settlement of product liability litigation not to exceed $3 million, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businessaggregate; (j) Securitization from the Closing Date to September 30, 1999, other unsecured Indebtedness in an aggregate principal amount not to exceed $150,000,000;2,000,000 at any one time; and (k) from October 1, 1999 and thereafter, other unsecured Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and if the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if anyIndebtedness would not cause a violation of Section 7.2(a), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateThe Credit Parties will not permit the Parent or any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness under this clause (c) for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (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; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Guaranty Obligations permitted under Section 8.11 on a Pro Forma Basis8.6; (f) unsecured Subordinated Indebtedness evidenced by recovery zone facility bonds issued in connection with of the mineral wool plant located in West Virginia Parent in an aggregate principal amount not to exceed $35,000,00025,000,000 at any one time outstanding plus any accumulated accrued pay- in-kind interest on such Indebtedness; provided, that such Subordinated Indebtedness does not provide for the payment of cash interest prior to six months after the Maturity Date; (g) other unsecured Indebtedness of any Subsidiary of the Borrowers, Borrower that existed at the time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition and Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition; provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date was not incurred in contemplation of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, such Permitted Acquisition; (ii) the total of all such Indebtedness will be issued on terms under this clause (g) for all such Persons taken together shall not more onerous that the terms hereof, exceed an aggregate principal amount of $5,000,000 at any one time outstanding; and (iii) no Default or Event such Indebtedness shall be refinanced for a principal amount in excess of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with principal balance outstanding thereon at the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agenttime of such refinancing; (h) Subordinated Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness Borrower in an aggregate principal amount not to exceed $150,000,00025,000,000 at any one time outstanding plus any accumulated accrued pay-in-kind interest on such Indebtedness; (ki) other unsecured Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance of the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate principal amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsto exceed $10,000,000 at any one time outstanding; and (tj) Guarantees Guaranty Obligations of the Parent, the Borrower or any of the Subsidiaries of the Borrower with respect to any Indebtedness of the Borrower or any of its Subsidiaries permitted under by this Section 8.038.1.

Indebtedness. CreateThe Borrower shall not, nor shall permit any other member of the Borrower Affiliated Group to, create, incur, assume assume, guarantee or suffer be or remain liable with respect to exist any Indebtedness, exceptIndebtedness other than the following: (a) Indebtedness of the Borrower to the Administrative Agent or the Banks under the Loan Documentsany Security Document; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchasecurrent liabilities, acquisitionother than for borrowed money, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness Borrower Affiliated Group incurred in the ordinary course of business and of a type and magnitude consistent with past practices; (c) Indebtedness in respect of obligations of AWI or any Subsidiary consisting capital leases and purchase money security interests of the deferred Borrower Affiliated Group representing obligations permitted to be incurred by the terms of this Agreement and incurred in the ordinary course of business and consistent with past practices; PROVIDED, that the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed (i) $2,000,000 in the case of vehicle capital leases or purchase price of goods or services or progress payments in connection with such goods money security interests, and services(ii) $500,000 for all other purposes, at any one time outstanding; (rd) Indebtedness under a Sale existing on the date of this Agreement and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvaniadisclosed as Item No. 12 on EXHIBIT C hereto; (se) Indebtedness existing on the date of Foreign Subsidiaries this Agreement and disclosed on EXHIBIT C hereto (other than Item No. 12 thereon) ( (the "Existing Debt") and the Seller Subordinated Debt, PROVIDED that (A) all such Existing Debt and Seller Subordinated Debt (including any related payment-in-kind promissory notes) shall at all times be and remain unsecured and subordinated on terms satisfactory to the Administrative Agent and the Banks, to the Obligations (including, without limitation, that no payments of AWI in principal or interest shall be made with respect to such Existing Debt or Seller Subordinated Debt during the occurrence and continuance of a Default or Event of Default under this Agreement or if such payment would cause such a Default or Event of Default, and the Borrower shall be required to deliver to the Administrative Agent a certificate certifying that no such Default or Event of Default exists within a reasonable period of time prior to making such payment), and (B) the Existing Debt and Seller Subordinated Debt shall not at any one time exceed an aggregate principal amount not in excess of five percent $3,291,181.17 (5.0%) of Consolidated Foreign Assetsas reduced by any principal payments made thereon from time to time after the Closing Date); and (tf) Guarantees with respect to Indebtedness secured by Encumbrances permitted under this Section 8.03by Sections 6.4(c) and (g), respectively.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness under this clause (c) for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under Section 8.6; (f) Indebtedness of any Subsidiary of the Borrower that existed at the time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition and Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition; provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition; (ii) the total of all such Indebtedness under this clause (f) for all such Persons taken together shall not exceed an aggregate principal amount of $15,000,000 at any one time outstanding; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) additional unsecured senior Indebtedness or unsecured Subordinated Indebtedness of the Borrower, provided that: (i) both immediately before and immediately after giving effect to such incurrence, AWI will be no Default or Event of Default has occurred and is continuing; (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (and assuming all commitments are fully drawn), (x) the Borrower is in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis8.18 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.1(a) or (b) and (y) the Consolidated Leverage Ratio shall be 0.25 less than the applicable level set forth in Section 8.18(a) (without giving effect to any temporary increase contained in Section 8.18(a)); (fiii) (A) with respect to additional unsecured senior Indebtedness, such Indebtedness evidenced shall have a stated final maturity date not earlier than the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the latest Maturity Date in effect at the time of incurrence of such Indebtedness and (B) with respect to additional unsecured Subordinated Indebtedness, such Indebtedness shall have a stated final maturity date not earlier than the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness; (iv) such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof prior to the latest Maturity Date in effect at the time of incurrence of such Indebtedness; (v) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the longest then remaining Weighted Average Life to Maturity of any Terms Loans then outstanding; and (vi) the terms and conditions of any such Indebtedness shall not taken as whole, be (excluding, for the avoidance of doubt, interest rates, interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) materially more restrictive on the Parent, the Borrower and its Subsidiaries than those under the Credit Documents (when taken as a whole). (h) Guaranty Obligations of the Parent, the Borrower or any of the Subsidiaries of the Parent with respect to any Indebtedness of the Parent or any of its Subsidiaries permitted by recovery zone facility bonds issued in connection with this Section 8.1; (i) other Indebtedness of the mineral wool plant located in West Virginia Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is 25,000,000 at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businessone time outstanding; (j) Securitization (A) to the extent constituting Indebtedness, obligations under Cash Management Agreements and (B) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (k) Indebtedness under the Cash Collateral Agreement (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness) in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.0630,000,000 at any one time outstanding; (l) to the extent that any earn‑out payments due under any acquisition agreement by any Consolidated Party (the “Earn‑Out Liabilities”) constitute “the deferred purchase price of Property or services purchased by such Person” pursuant to clause (d) of the definition of Indebtedness, Earn‑Out Liabilities with respect to any Permitted Acquisition; (m) other unsecured Subordinated Indebtedness incurred by AWI of the Borrower in an aggregate principal amount not to exceed $25,000,000; and (n) other secured Indebtedness of the Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate principal amount not in excess to exceed the greater of five percent (5.0%) $25,000,000 or 2.5% of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03Total Assets at any one time outstanding.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable with respect to any IndebtednessIndebtedness other than the following, exceptwithout duplication: (a) Indebtedness with respect to the Loans and other Obligations (including Obligations under the Loan DocumentsHedging Agreements); (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness 5,000,000 at any time outstanding which is incurred by AWI the Borrower or any of its Subsidiaries in to a Permitted Acquisition, vendor of any other Investment expressly permitted hereunder or any Disposition, in each case assets to finance the extent constituting indemnification obligations or obligations in respect acquisition of purchase price (including earn-outs) or other similar adjustmentssuch assets; (mc) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in unsecured accounts payable by the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness Borrower incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments (including open accounts extended by suppliers on normal trade terms in connection with such purchases of goods and services, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities) which are not more than 90 days past due; (rd) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters with respect to Capitalized Lease Liabilities in Lancaster, Pennsylvaniaan aggregate principal amount not to exceed $5,000,000 at any time outstanding; (se) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount the Borrower with respect to Hedging Obligations; provided, that (i) such Hedging Obligations with respect to commodities (including oil and gas) do not exceed volumes with respect to any year in excess of five eighty percent (5.080%) of Consolidated Foreign Assets; and (t) Guarantees the projected production attributable to the Borrower's then proved developed producing Oil and Gas Properties with respect to Indebtedness permitted under this Section 8.03.such year, and are not with respect to forward sales of production, and are included to protect the Borrower against price fluctuations and are not entered into for the purpose of speculative investments; (ii) any Hedging Obligations with respect to interest rates, are entered into with the purpose and effect of fixing and capping interest rates on a principal amount of indebtedness of the Borrower that is accruing interest at a variable rate; provided that (A) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness of the Borrower to be hedged by such contract; and

Indebtedness. Create, incur, assume No Restricted Person will in any manner owe or suffer to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness under the Loan Documents;Obligations. (b) unsecured Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable owed by a Restricted Person to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (another Restricted Person 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoingResources, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness either case arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business;. (c) Indebtedness arising under Hedging Contracts provided that: (i) all such contracts are entered into with the purpose and effect of fixing prices on crude oil (A) purchased or under contract for purchase by a Restricted Person for which such Restricted Person does not have a contract to sell at a fixed price or (B) sold by a Restricted Person for which such Restricted Person does not have a contract to purchase at a fixed price, in each case entered into the ordinary course of its marketing businesses; and (ii no such contract has a term of more than 12 months from the date of its making (or most recent renewal). (d) Guaranties of the Indebtedness under the Resources Credit Agreement. (e) Guaranties of Indebtedness under the Resources Indentures. (f) Liabilities with respect to obligations to deliver crude oil or to render terminaling or storage services in consideration for advance payments to a Restricted Person provided such delivery or rendering, as applicable, is to be made within 60 days after such payment. (g) Operating leases, provided that the annual rentals and other obligations thereunder in the aggregate do not exceed $500,000. (h) Indebtedness existing on the date of this Agreement and listed on the Disclosure Schedule. (i) Indebtedness incurred by PTTC (i) to pay or refinance the cost of acquisition, expansion and/or construction incurred after the date of this Agreement (or prior to the date of this Agreement and listed on the Disclosure Schedule) of new facilities to be owned and operated by PTTC, which facilities are completed or placed in operation (whichever is later) after the date of this Agreement, provided that the principal amount of such Indebtedness does not exceed the aggregate amount of such costs, and (ii) for renewals, extensions and refinancing of such Indebtedness, provided that each such renewal, extension or refinancing is not in excess of such principal amount. (j) Securitization other Indebtedness in an not to exceed the aggregate principal amount not to exceed of $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or 1,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03one time.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan Documentsother Credit Documents (including the Incremental Term Loans); (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases, Synthetic Leases or Synthetic Leasesand mortgage, industrial revenue bond, industrial development bond and similar financings) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement repair or improvement of fixed capital assets and real property or capital assets, and renewals, refinancings and extensions thereofassumed or acquired by any of the Consolidated Parties in connection with a Permitted Investment, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $20,000,000 at any one time outstanding; (ii) unless non-recourse to the Consolidated Parties, such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing; (d) obligations of any Consolidated Party in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity pricing risks and not for speculative purposes; (iiie) at the time of Guaranty Obligations and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in intercompany Indebtedness permitted under Section 8.11 on a Pro Forma Basis8.6 and Section 8.7; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with consisting of Qualified Preferred Stock, Subordinated Debt and/or Senior Unsecured Debt; provided that the mineral wool plant located in West Virginia Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to such transaction, the Consolidated Net Leverage Ratio would be less than or equal to the applicable Consolidated Net Leverage Level at such time; (g) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not to exceed $35,000,000; (g) other unsecured Indebtedness exceeding the greater of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from Foreign Borrowing Base as of the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, such incurrence or (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent$20,000,000; (h) Indebtedness acquired representing deferred compensation to directors, former directors, employees or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event former employees of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentConsolidated Parties; (i) Unsecured Indebtedness arising under any performance, bid, appeal consisting of promissory notes issued by the Parent or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness Borrower to current or former officers, directorsdirectors and employees, managers, consultants and employees (or their respective spousesestates, spouses or former spouses, successors, executors, administrators, heirs, legatees or distributees) spouses to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI the Parent or its Subsidiaries permitted Holdings LLC, provided that the aggregate principal amount of such Indebtedness incurred in any fiscal year shall not exceed $5,000,000; (j) Indebtedness evidenced by Section 8.06the GLK Note; (k) Indebtedness incurred by any Consolidated Party in connection with Permitted Acquisitions or Permitted Asset Dispositions under agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of such Credit Party pursuant to such agreements; (l) Indebtedness incurred by AWI or consisting of obligations of any of its Subsidiaries in a Permitted AcquisitionConsolidated Party under incentive, any other Investment expressly permitted hereunder or any Dispositionnon-compete, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) consulting, deferred compensation or other similar adjustmentsarrangements incurred by such Person in connection with the Transaction (as defined in the Existing Credit Agreement) and Permitted Acquisitions; (m) obligations under any Treasury Management Agreement and other Indebtedness incurred in connection with the financing of insurance premiums; (n) Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management protections and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained each case in supply arrangements, in each case, in the ordinary course of businessconnection with deposit accounts; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence[INTENTIONALLY OMITTED]; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described Qualified Preferred Stock and/or Subordinated Debt so long as the Net Cash Proceeds thereof are concurrently applied to the prepayment of the Loans in clauses (aaccordance with Sections 3.3(b)(iv) through (o) above and (q) through (t) belowv); (q) Indebtedness to the extent constituting Indebtedness, obligations incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services;Liens permitted under Section 8.2(e); and (r) other Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an the aggregate principal amount for all Consolidated Parties not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03exceed $40,000,000 at any time outstanding.

Indebtedness. CreateNone of the Credit Parties will, or will permit any of their respective Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documentsincurred pursuant to this Agreement; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and Restatement Effective Date listed on Schedule 8.03 (and renewalsIV, including any refinancings and extensions thereof on terms and conditions not materially less favorable or renewals thereof, but only to the applicable debtor(s) extent that such refinancing or at then prevailing market terms)renewal does not increase the principal amount of such Indebtedness outstanding immediately prior to such refinancing or renewal; (c) intercompany Indebtedness among AWI Newco and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the ObligationsSubsidiaries; (d) obligations additional unsecured Indebtedness of Newco and its Subsidiaries, PROVIDED that to the extent the gross proceeds received from incurrences thereof after December 15, 1995 (contingent other than any incurrence of any unsecured Indebtedness of Newco and its Subsidiaries the proceeds of which Indebtedness is applied substantially contemporaneously to refinance the outstanding principal amount of, premium, if any, and accrued but unpaid interest on, any Indebtedness incurred pursuant to this clause (d) or otherwiseclause (e) below so long as the principal amount of AWI or any Subsidiary existing or arising under any Swap Contractsuch Indebtedness being incurred does not exceed the principal amount of Indebtedness being refinanced immediately prior to such refinancing), plus the amount of gross proceeds received from incurrences of secured indebtedness pursuant to clause (e) below (such gross proceeds being determined in accordance with clause (e) below), exceed an amount equal to $600,000,000 (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”determining whether the $600,000,000 threshold has been exceeded Retired Unsecured Debt shall not be taken into account), an amount equal to 50% of the Net Debt Proceeds from all incurrences of unsecured Indebtedness after such threshold is exceeded (including 50% of the Net Debt Proceeds from the incurrence in which such threshold is exceeded but only out of that portion of such gross proceeds which exceeds such threshold at such time) shall be applied to repay Revolving Loans and reduce Revolving Commitments in accordance with Sections 3.02(b) and 2.03(b); (e) purchase money additional secured Indebtedness of Newco and its Subsidiaries, PROVIDED that to the extent the gross proceeds received from incurrences thereof after December 15, 1995 (other than any incurrence of any secured Indebtedness of Newco and its Subsidiaries the proceeds of which Indebtedness is applied substantially contemporaneously to refinance the outstanding principal amount of, premium, if any, and accrued but unpaid interest on, any Indebtedness incurred pursuant to clause (d) above or this clause (e) so long as the principal amount of such Indebtedness being incurred does not exceed the principal amount of Indebtedness being refinanced immediately prior to such refinancing), plus the amount of gross proceeds received from incurrences of unsecured indebtedness pursuant to clause (d) above in excess of $300,000,000 (such gross proceeds being determined in accordance with clause (d) above), exceed an amount equal to $300,000,000 (provided that for purposes of determining whether the $300,000,000 threshold has been exceeded Retired Secured Debt shall not be taken into account), an amount equal to 50% of the Net Debt Proceeds from all incurrences of secured Indebtedness after such threshold is exceeded (including obligations 50% of the Net Debt Proceeds from the incurrence in respect which such threshold is exceeded but only out of Capital Leases that portion of such gross proceeds which exceeds such threshold at such time) shall be applied to repay Revolving Loans and reduce Revolving Commitments in accordance with Sections 3.02(b) and 2.03(b); (f) Indebtedness incurred in connection with the financing of the Narita Hotel Property and assets related to such hotel, PROVIDED that the Liens securing such Indebtedness do not encumber any Collateral (or Synthetic Leasespart thereof) and the Indebtedness incurred in connection therewith does not exceed the appraised value of the Narita Hotel Property; (g) secured Indebtedness incurred to finance the acquisition of hushkits heretofore or hereafter incurred acquired by AWI the Borrower or any of its Subsidiaries or to refinance indebtedness incurred to finance the purchaseacquisition of hushkits and any other secured Indebtedness incurred to finance (or to pre-fund the financing of) the purchase after December 15, acquisition, construction, repair, replacement or improvement 1995 of fixed or capital assets, aircraft and renewals, refinancings other assets and extensions any refinancing thereof, provided PROVIDED that (i) the Liens securing such Indebtedness when do not encumber any Collateral (or part thereof) and the Indebtedness incurred shall in connection therewith does not exceed the purchase price of the asset(sproperty being acquired or the principal amount of the Indebtedness being refinanced; (h) financedIndebtedness of Newco and its Subsidiaries of the type described in clause (v) of the definition of Indebtedness and in clause (iii) thereof to the extent relating to Indebtedness of the type described in clause (v) of the definition thereof; (i) Indebtedness constituting Contingent Obligations of Newco and its Subsidiaries with respect to corporations, partnerships or joint ventures formed with other airlines to conduct fueling, ticketing, terminal operations, aeronautical radio communications, tariff publishing, industry trade associations, local cartage and other similar airline activities consistent with the Borrower's past business practice, where the services provided are generally available to all or substantially all of the airlines utilizing the facility served; (j) Indebtedness of Newco and its Subsidiaries incurred under and in respect of credit enhancement letters of credit or other similar backstop liquidity facilities to the extent any such letter of credit or backstop liquidity facility, as the case may be, has not been drawn upon, which letters of credit and liquidity facilities provide credit support solely for the interest portion of Indebtedness incurred by Newco and its Subsidiaries and otherwise permitted to be incurred pursuant to this Section 7.06; (k) Indebtedness of Newco and its Subsidiaries consisting of standby letters of credit issued for the account of any Credit Party or any of its respective Subsidiaries in the ordinary course of business and reimbursement obligations with respect thereto, PROVIDED that the aggregate amount of such Indebtedness shall not exceed $35,000,000 at any one time; (l) unsecured Indebtedness of Newco and its Subsidiaries incurred directly or indirectly to finance any redemption pursuant to Section 7.05(e) and any refinancing thereof, PROVIDED that (i) any such refinancing occurs substantially contemporaneously with payment of the Indebtedness being refinanced (or, if not substantially contemporaneously with payment of the Indebtedness being refinanced, on or prior to December 31, 1997) and (ii) no such Indebtedness (other than a refinancing in accordance with clause (l)(i)) shall be refinanced for a principal amount in excess incurred to finance any portion of the principal balance outstanding thereon at the time of redemption price paid in cash with respect to any such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisredemption; (fm) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI Newco or any of its Subsidiaries in a Permitted Acquisitionan aggregate original principal amount not in excess of $800,000,000 incurred to finance any redemption, retirement, repurchase or acquisition pursuant to Section 7.05(g) (and in any other Investment expressly permitted hereunder event within 90 days after the redemption, retirement, repurchase or acquisition being financed) and any Disposition, in each case to refinancing thereof that does not increase the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businessoutstanding principal amount thereof; (n) unsecured Indebtedness consisting of (a) Newco or any of its Subsidiaries in an aggregate original principal amount not in excess of $250,000,000 incurred to finance any loans, advances or dividends of the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, nature referred to in the ordinary course proviso to the definition of businessthe term "Distribution" herein (and in any event within 180 days after the loan, advance or dividend being financed) and any refinancing thereof that does not increase the outstanding principal amount thereof; (o) additional secured Indebtedness (whether or not constituting purchase money Indebtedness) of Newco and its Subsidiaries incurred to finance or secured by AWI or any Subsidiary in respect of letters of creditBoeing 757 aircraft N544US, bank guaranteesN545US, bankers’ acceptancesN546US, warehouse receipts or similar instruments issued or created in N547US, N548US and N549US so long as 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 upon the drawing principal amount of such letter of credit, Indebtedness being incurred does not exceed the reimbursement of obligations in respect of bankers’ acceptances and the incurrence fair market value of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence;aircraft; and (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in pursuant to the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI Other Credit Agreement in an aggregate principal amount outstanding at any one time not in excess to exceed $1,000,000,000 less (i) the amount of five percent Term Loans under, and as defined in, the Other Credit Agreement, which are repaid after the Original Effective Date and (5.0%ii) the amount of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03permanent commitment reductions after the Original Effective Date.

Indebtedness. CreateThe Borrowers and the Guarantors will not permit any member of the Consolidated Group to contract, create, incur, assume assume, or suffer permit to exist any Indebtedness, except: (a) Indebtedness existing or arising under this Agreement or the Loan other Credit Documents; (b) Indebtedness of AWI the Borrowers and its their Subsidiaries existing on the date hereof and listed set forth on Schedule 8.03 (8.1, and renewals, refinancings refinancings, and extensions thereof on terms and conditions not materially which, taken as a whole, are no less favorable to the applicable debtor(s) or at then prevailing market terms)such Person than such existing Indebtedness; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including for purposes hereof obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrowers or any of its their Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, assets and renewals, refinancings and extensions any refinancing thereof, ; provided that (i) the total of all such Indebtedness for the Borrowers and their Subsidiaries taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (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; (d) obligations of the Borrowers or their Subsidiaries owing under interest rate, commodities, and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (iiie) at unsecured intercompany Indebtedness owing by a member of the time Consolidated Group to another member of and immediately after giving effect the Consolidated Group (subject, however, to such incurrencethe limitations of Section 8.6 in the case of the member of the Consolidated Group extending the loan, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisadvance, or credit); (f) unsecured Support Obligations given by members of the Consolidated Group with respect to any Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000permitted under this Section 8.1; (g) other unsecured Indebtedness of (if any) under the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentVendor Documents; (h) Indebtedness acquired or assumed pursuant to in connection with a Permitted Acquisition, Acquisition (including such Indebtedness that was incurred in connection with, any holdback note or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event deferral of Default shall exist immediately before or immediately after giving effect thereto, (ii) a portion of the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if anyout payments), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (ti) Guarantees with respect other unsecured Indebtedness of the Borrowers and their Subsidiaries in an aggregate outstanding principal amount of up to Indebtedness permitted under this Section 8.03$2,500,000 at any time.

Indebtedness. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and the Borrower or any of its Subsidiaries existing on as of the date hereof Closing Date and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued obligations of the Borrower in connection with the mineral wool plant located respect of interest rate protection agreements, foreign currency exchange, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements entered into in West Virginia in an aggregate principal amount order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not to exceed $35,000,000for speculative purposes; (ge) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Intercompany Indebtedness incurred in the ordinary course of business in respect of obligations of AWI and consistent with past practices or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and servicesfor cash management purposes; (rf) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) intercompany Indebtedness of the Foreign Subsidiaries of AWI in an aggregate amount not in excess the Borrower owing (i) to any other Foreign Subsidiary of five percent the Borrower or (5.0%ii) subject to the terms of Consolidated Foreign AssetsSection 8.5, to any Credit Party; and (tg) Guarantees with respect (i) Indebtedness of Genicom Canada Inc. of up to Indebtedness permitted under this Section 8.03.$1,500,000 (or the Canadian Dollar equivalent thereof); and

Indebtedness. CreateThe Company will not, nor will it permit any other member of the Consolidated Group to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness existing or arising under this Credit Agreement or the Loan other Credit Documents; (b) Indebtedness of AWI the Company and its Subsidiaries existing on the date hereof Closing Date and listed set forth on Schedule 8.03 (8.1, and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market terms)such Person than such existing Indebtedness; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Company or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for the Company and its Subsidiaries taken together shall not exceed an aggregate principal amount of $50 million at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing; (d) obligations of the Company or any of its Subsidiaries owing under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (iiie) at unsecured intercompany Indebtedness owing by a member of the time Consolidated Group to another member of and immediately after giving effect the Consolidated Group (subject, however, to such incurrencethe limitations of Section 8.7 in the case of the member of the Consolidated Group extending the loan, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisadvance or credit); (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued obligations to make contingent payments (including, without limitation, earn-out payments) incurred in connection with (x) Permitted Acquisitions and (y) Acquisitions consummated prior to the mineral wool plant located Closing Date and identified on Schedule 8.1 attached hereto; provided that such obligations shall be expressly subordinated in West Virginia in an aggregate principal amount not right of payment to exceed $35,000,000the prior payment of the loans and obligations under the Credit Agreement and the other Credit Documents on the terms and conditions and evidenced by documentation satisfactory to the Administrative Agent and the Required Lenders; (g) other unsecured Support Obligations of any Subsidiary of the Company with respect to any Indebtedness of the Borrowers, Company permitted under this Section 8.1; (h) Permitted Securitization Transactions in an attributed principal amount of up to $150 million in the aggregate at any time outstanding; and (i) other unsecured Funded Debt of the Company and its Subsidiaries; provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iiiA) no Default or Event of Default shall exist immediately before or immediately after giving effect theretoto any such incurrence, (ivB) in the Borrowers will be case of incurrence of Funded Debt in compliance with excess of $25 million in any single transaction or series of related transactions, the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers Company shall deliver have delivered to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in demonstrating compliance with the financial covenants under set forth in Section 8.11 after giving effect thereto 8.2 on a Pro Forma Basis Basis, and (iiiC) at the Borrowers time of incurrence, not more than $100 million in principal amount of such unsecured Funded Debt then outstanding (including any such unsecured Funded Debt to be incurred) shall deliver mature prior to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03Termination Date hereunder.

Indebtedness. CreateNeither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (ai) Indebtedness under the Loan Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancingtrade payables, wages and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was accrued expenses incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (jiii) Securitization Indebtedness the Transaction Costs; (iv) to the extent permitted by ARTICLE IX, the Opco Credit Agreement and the RCL Loan Agreement and in any event in an aggregate principal amount not to exceed $150,000,0003,000,000 at any time, Capital Leases and purchase money Indebtedness incurred to finance the acquisition of fixed assets, and Indebtedness incurred to refinance such Capital Leases and purchase money Indebtedness; (kv) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting servicestaxes, automatic clearinghouse arrangementsassessments, overdraft protectionsgovernmental charges and claims for labor, employee credit card programs and other cash management and similar arrangements in materials or supplies, to the ordinary course of businessextent that payment thereof is not required pursuant to SECTION 7.04; (nvi) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessconstituting Accommodation Obligations permitted by SECTION 8.05; (ovii) Indebtedness incurred arising from intercompany loans from the Borrower to Opco or from any of Opco's wholly-owned Subsidiaries to Opco, PROVIDED, that (A) all such Indebtedness shall be evidenced by AWI promissory notes (which, if payable to RCL, Recoil Holdings or Recoil Australia Holdings, shall be delivered to the Lender in accordance with the RCL Loan Documents), shall be subordinated in right of payment to the "Obligations" under (and as defined in) the Opco Credit Agreement and (B) the proceeds of such Indebtedness shall be used for purposes permitted by this Agreement; (viii) Indebtedness arising from intercompany loans from Opco to the Borrower which, together with the amount of dividends or distributions to the Borrower on the Capital Stock of Opco permitted under SECTION 8.06(ii), shall not exceed an aggregate amount of $600,000 in any Subsidiary Fiscal Year, PROVIDED, that (A) all such Indebtedness shall be evidenced by promissory notes which are pledged to the Lender in respect accordance with the provisions of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created the "Security Agreement" (as defined in the ordinary course Opco Credit Agreement) and (B) the proceeds of businesssuch intercompany loans, including dividends or distributions shall be used by the Borrower solely to pay (I) operating expenses of the Borrower in respect an amount not to exceed $50,000 in any Fiscal Year, (II) accrued interest on the Term Loans or the PIK Dividend Notes (including, without limitation, that portion of workers compensation claimsthe principal amount of the Initial Term Loan or the PIK Dividend Notes attributable to interest which has been capitalized in accordance with this Agreement or the PIK Dividend Note Agreement, healthas applicable) and (III) if and only if all accrued interest on the Term Loans and the PIK Dividend Notes (including, disability without limitation, that portion of the principal amount of the Initial Term Loan or other employee benefits the PIK Dividend Notes attributable to interest which has been capitalized in accordance with this Agreement or propertythe PIK Dividend Note Agreement, casualty as applicable) as of the then most recent date on which interest on any Term Loan or liability insurance the PIK Dividend Notes is payable has been (or self-insurance will be concurrently therewith) paid in full in cash, dividends or other distributions on the Preferred Stock of the Borrower; (ix) In addition to the intercompany loans from Opco to the Borrower permitted under SECTION 8.01(viii), Indebtedness arising from intercompany loans from Opco to the Borrower, the proceeds of which, together with the proceeds of dividends or distributions to the Borrower on the Capital Stock of Opco permitted under SECTION 8.06(iv), are used to pay the outstanding Indebtedness under this Agreement and the respective Term Notes on the Scheduled Maturity Date; (x) Indebtedness with respect to reimbursement-type obligations regarding workers compensation claimsreasonable warranties and indemnities made under any agreements for asset sales permitted under SECTION 8.02; (xi) Indebtedness under the PIK Dividend Notes issued in payment of dividends on Preferred Stock permitted by SECTION 8.06 and interest capitalized in accordance with the terms of the PIK Dividend Note Agreement; (xii) Indebtedness under the Opco Credit Agreement and any refinancing thereof, provided that upon the drawing aggregate outstanding amount of such letter of credit, Indebtedness described in this clause (xii) is not increased by the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrencerefinancing; (pxiii) all premiums (if any)Indebtedness with respect to warranties and indemnities in favor of Recoil Australia, interest (including post-petition interest), fees, expenses, charges Recoil U.S. and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) belowthe Vendors under the Recoil Acquisition Documents; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (rxiv) Indebtedness under a Sale the RCL Loan Agreement and Leaseback Transaction any refinancing thereof, provided that the aggregate outstanding amount of AWI’s corporate headquarters Indebtedness described in Lancaster, Pennsylvania; this clause (sxiv) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount is not in excess of five percent (5.0%) of Consolidated Foreign Assetsincreased by the refinancing; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Agreement and the other Loan Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 7.01 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic LeasesLease Obligations) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $30,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing; (d) obligations of the Borrower in respect of Swap Contracts entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, and other Indebtedness hereafter incurred by the Borrower or any of its Subsidiaries, provided that (iiii) at with respect to any Indebtedness that exceeds $1,000,000 in principal amount such Indebtedness shall be unsecured, (ii) the time of and immediately after Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such incurrenceIndebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, AWI will the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof6.10(a)-(c), (iii) no Default or Event the aggregate principal amount of Default such Indebtedness shall exist immediately before or immediately after giving effect thereto, not exceed $150,000,000 at any time and (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness is permitted under this Section 8.03the Senior Subordinated Note Indenture.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) unsecured or secured intercompany Indebtedness under between and among members of the Loan DocumentsConsolidated Group; (b) unsecured Indebtedness of AWI FME owing to FSE and any of its Subsidiaries (other than FME and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions Subsidiaries) in an aggregate principal amount not materially less favorable to the applicable debtor(s) or exceed €600 million at then prevailing market terms)any time outstanding; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising owing under any Swap ContractContracts, 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, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for the purposes of speculation or taking a “market view”; (ed) Indebtedness under capital leases, Synthetic Lease obligations and purchase money Indebtedness obligations incurred to provide all or a portion of the purchase price (including obligations or cost of construction or acquisition), in respect of Capital Leases each case, for additions to plant, property and equipment and refinancings, refundings, renewals or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financedconstruction of such property, (ii) 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) for the Consolidated Group taken as a whole, the total amount of all such Indebtedness shall not exceed €500 million in the aggregate at any time; (e) Indebtedness and obligations under Permitted Receivables Financings, provided that the time Attributable Principal Amount of and immediately after giving effect to all such incurrence, AWI will be Permitted Receivables Financings shall not exceed €1,700 million in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisaggregate at any time; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date customer deposits and advance payments received from customers for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into goods purchased in the ordinary course of business; (g) Indebtedness assumed or incurred by members of the Consolidated Group that are not Wholly Owned Subsidiaries of up to €750 million outstanding, including joint ventures and other entities in which FME, directly or indirectly, does not own all of the Capital Stock with ordinary voting power; (h) Indebtedness in connection with a Permitted Acquisition or a Controlled JV Investment consisting of (i) purchase money obligations and deferred purchase obligations assumed in connection therewith, and (ii) other Indebtedness of up to €750 million assumed or incurred by members of the Consolidated Group in connection therewith and any related costs, fees and expenses; (i) Indebtedness pursuant to any Cash Management Arrangement; (j) Securitization unsecured Indebtedness in an aggregate principal amount not to exceed $150,000,000;of (x) the Borrowers, (y) other Credit Parties and (z) Special Purpose Finance Subsidiaries whose Indebtedness is guaranteed by FME; and (k) in addition to the Indebtedness to current or former officerspermitted hereinabove, directors(i) secured Indebtedness of (x) the Borrowers, managers, consultants (y) other Credit Parties and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributeesz) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Special Purpose Finance Subsidiaries permitted whose Indebtedness is guaranteed by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any DispositionFME, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price under Section 8.02(w); and (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (pii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries that are not Credit Parties or Special Purpose Finance Subsidiaries whose Indebtedness is guaranteed by FME, whether or not secured; provided, that the aggregate principal amount of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.038.01(k) shall not exceed the greater of €1,000 million and 25% of Consolidated EBITDA (determined on a Pro Forma basis for the period of four consecutive fiscal quarters most recently ended for which financial statements have been delivered pursuant hereto).

Indebtedness. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) (i) the Obligations and (ii) Indebtedness incurred under the Loan DocumentsSecond Lien Credit Agreement; (b) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof Closing Date and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)6.1; (c) intercompany Indebtedness among AWI and its Subsidiaries under Hedging Obligations that are designed to the extent permitted under Section 8.02protect against fluctuations in interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided thatthat if such Hedging Obligations relate to interest rates, if secured, any (a) such Hedging Obligations relate to payment obligations on Indebtedness shall otherwise permitted to be expressly subordinated in right incurred by the Credit Documents and (b) the notional principal amount of payment such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to the Obligations, and if evidenced by an intercompany note, which such note shall be pledged to the Collateral Agent to secure the ObligationsHedging Obligations relate; (d) obligations Indebtedness permitted by Section 6.7(f) and Section 6.7(g); (contingent e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or otherwiserenewals thereof, in an aggregate amount not to exceed $250,000 at any time outstanding; (f) Contingent Obligations of AWI any Credit Party in respect of Indebtedness otherwise permitted under this Section 6.1; (g) Indebtedness arising from the honoring by a bank or any Subsidiary existing other financial institution of a check, draft or arising under any Swap Contract, provided that similar instrument inadvertently (iexcept in the case of daylight overdrafts) such obligations are (or were) entered into by such Person drawn against insufficient funds in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesbusiness; provided, commitmentshowever, 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”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date extinguished within five Business Days of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent;incurrence; and (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred of the Credit Parties and Non-Guarantor Subsidiaries arising in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event with endorsement of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into instruments for deposit in the ordinary course of business; (ji) Securitization Indebtedness acquired or assumed in connection with any Permitted Acquisition in an aggregate principal amount not in excess of $5,000,000 at any time outstanding; provided, that such Indebtedness existed at the time of such Permitted Acquisition and was not created in connection therewith or in contemplation thereof; (j) unsecured subordinated Indebtedness of the Credit Parties that is subordinated in right of payment to exceed Obligations, the proceeds of which are used to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the acquired Subsidiary and the payment of related fees and expenses) in an aggregate principal amount, not in excess of $150,000,0005,000,000 at any time outstanding; provided, that such Indebtedness (i) matures after the six-month anniversary of the Maturity Date, (ii) requires no scheduled payment of principal prior to its maturity, (iii) contains subordination provisions that are reasonably acceptable to the Requisite Lenders and (iv) does not require the issuer thereof or any other obligor thereon to maintain any specified financial condition or performance (other than as a condition to the taking of certain actions); (k) additional unsecured subordinated Indebtedness of the Credit Parties the proceeds of which are used to current prepay outstanding Loans pursuant to Section 2.9; provided, that such Indebtedness (i) matures after the six-month anniversary of the Maturity Date, (ii) requires no scheduled payment of principal prior to its maturity, (iii) contains subordination provisions that are reasonably acceptable to the Requisite Lenders and (iv) does not require the issuer thereof or former officers, directors, managers, consultants and employees any other obligor thereon to maintain any specified financial condition or performance (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) other than as a condition to finance the purchase or redemption taking of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06certain actions); (l) other unsecured Indebtedness incurred by AWI or of the Credit Parties in an aggregate principal amount not exceeding $1,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustmentstime outstanding; (m) up to $250,000 of Indebtedness constituting reimbursement obligations under any Treasury Management Agreement and other Indebtedness in with respect to letters of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements issued in the ordinary course of business; ; provided, that (ni) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter letters of credit, the reimbursement of obligations in respect of bankers’ acceptances and credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) 30 days following such drawingdrawing or incurrence and (ii) such letters of credit are not provided to secure the repayment of other Indebtedness of the Company or any of its Subsidiaries; (n) Permitted Refinancing Indebtedness incurred to extend, reimbursement obligation renew or incurrencerefinance any Indebtedness described clauses (a), (b), (i), (j), (k) and (l) above; (o) Indebtedness that may be deemed to arise as a result of agreements of Company or any Domestic Subsidiary of Company 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; (p) all premiums Indebtedness in respect of (if any)i) workers’ compensation claims, interest (including postself-petition interest)insurance obligations, fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above bankers’ acceptance and (qii) through (t) below;performance and surety bonds provided by Company or a Domestic Subsidiary in the ordinary course of business; and (q) Indebtedness incurred arising from 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 in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with business, so long as such goods and servicesIndebtedness is covered within five Business Days; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateContract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness existing as of AWI the Closing Date as referenced in the financial statements referenced in Section 3.1(a) (and its Subsidiaries existing on the date hereof and listed on set out more specifically in Schedule 8.03 (6.1(b)) hereto and renewals, refinancings and or extensions thereof on terms and conditions in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing or at then prevailing market terms)extension; (c) intercompany Indebtedness among AWI and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase price or improvement cost of fixed or capital assetsconstruction of an asset, and renewals, refinancings and or extensions thereofthereof in a principal amount not in excess of the principal amount outstanding as of the date of any such renewal, refinancing or extension; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financed, construction of such asset and (ii) no the total amount of all such Indebtedness shall be refinanced not exceed $5,000,000 at any time outstanding; (d) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for a principal amount in excess speculative purposes; (e) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the principal balance outstanding thereon at purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit except for the time Letters of such refinancing, and (iiiCredit hereunder) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisgenerally; (f) unsecured Indebtedness owing by a Credit Party to another Credit Party; provided that (i) any such Indebtedness shall be evidenced by recovery zone facility bonds issued in connection with a promissory note that is pledged to the mineral wool plant located in West Virginia in an aggregate principal Administrative Agent pursuant to the terms of the Security Agreement and fully subordinated to the Credit Party Obligations pursuant to the terms of the Subordination Agreement and (ii) the amount not of loans to exceed $35,000,000any Inactive Subsidiary by the Credit Parties shall be limited to such amounts as shall be necessary to satisfy obligations (whether now or hereafter payable) of such Inactive Subsidiary that exist as of the Closing Date; (g) other unsecured Indebtedness Bonds issued pursuant to the terms of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentIndenture; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including of ▇▇▇▇▇▇ Media Services Company consisting of mortgage financing of ▇▇▇▇▇▇ Plaza; provided that such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will only be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent;secured by ▇▇▇▇▇▇ Plaza; and (i) other unsecured Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into of Credit Parties which does not exceed $5,000,000 in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03time outstanding.

Indebtedness. CreateThe Company will not, incurnor will it permit any Subsidiary or any Unconsolidated Affiliate to, assume incur or suffer permit to exist or remain outstanding any IndebtednessIndebtedness to any Person provided, excepthowever, that the Company and its Subsidiaries and any Unconsolidated Affiliate may incur or permit to exist or remain outstanding: (a) Indebtedness of the Credit Parties arising under this Agreement or the other Loan Documents; (b) Indebtedness in respect of AWI taxes, including withholding and its Subsidiaries existing on the date hereof payroll taxes, assessments, governmental charges or levies, and listed on Schedule 8.03 (claims for labor, materials and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable supplies to the applicable debtor(s) or extent that payment therefor is not at then prevailing market terms)the time required to be made in accordance with the provisions of Section 5.19; (c) intercompany Indebtedness among AWI and its Subsidiaries to incurred in connection with the extent permitted under Section 8.02; provided that, if secured, acquisition after the date hereof of any such Indebtedness shall be expressly subordinated in right of payment to real or personal property by the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI Company or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness when incurred shall not exceed the purchase price lesser of (i) 100% of the asset(s) financedaggregate cost, to the Company or such Subsidiary of the real or personal property so acquired and (ii) no the fair market value of such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at acquired property, determined on or about the time of such refinancing, acquisition on the basis of an MAI appraisal or such other valuation method as may from time to time be acceptable to the Required Lenders (it being understood that an MAI appraisal shall be a valuation method which is acceptable to the Required Lenders) and (iii) at the time of and immediately further provided that after giving effect to such incurrenceIndebtedness the Company would (on a Pro Forma Basis, AWI will calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis5.5; (fd) unsecured Indebtedness evidenced in respect of leases of real and personal property by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an Company and its Subsidiaries provided that the aggregate principal amount due is not to exceed greater than $35,000,000;8,000,000 at any time outstanding. (ge) other unsecured Indebtedness Non-Recourse Debt of the BorrowersCompany, Subsidiary Guarantors, Other Non-Guarantor Subsidiaries and Excluded Subsidiaries; provided that (i) the final maturity date for after giving effect to such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iiix) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, would result as a consequence thereof and (ivy) the Borrowers will Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; (f) Indebtedness and obligations owing under Section 8.11 after giving effect thereto Hedging Agreements entered into to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (g) Indebtedness of the Company, its Subsidiaries and Unconsolidated Affiliates outstanding on Pro Forma Basis the date of this Agreement and described on Schedule 5.9 of such Agreement (v) and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoingdate of such renewal, in form and detail reasonably satisfactory to the Administrative Agentrefinancing or extension); (h) Indebtedness acquired or assumed pursuant of Unconsolidated Affiliates (in addition to a Permitted Acquisition, including the amount set forth on Schedule 5.9) so long as the Company’s and its Subsidiaries’ pro rata share (based on their percentage ownership interest) of the principal amount of such Indebtedness that was does not exceed $50,000,000; (i) Indebtedness of the Company or any Subsidiary incurred in connection withafter the date hereof which is secured by a mortgage, pledge, security interest or in anticipation other lien or contemplation of, encumbrance on any of the Company or such Permitted AcquisitionSubsidiary’s property, provided that after giving effect to such Indebtedness, (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, would result as a consequence thereof and (ii) the Borrowers will Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, set forth in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businessSections 5.5; (j) Securitization Indebtedness in an aggregate principal amount not the form of Guarantees to exceed $150,000,000;the extent permitted under Section 5.12; and (k) Indebtedness to current unsecured loans or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries advances constituting Investments permitted by under Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs5.25(e) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in f). Notwithstanding the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of creditforegoing, the reimbursement only Indebtedness of obligations in respect of bankers’ acceptances Unconsolidated Affiliates that shall be permitted pursuant to subsections (g) and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (oh) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03shall be Non-Recourse Debt.

Indebtedness. CreateThe Credit Parties will not permit the Parent or any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $75,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured obligations of the Borrower in respect of (i) Hedging Agreements and (ii) any other interest rate protection agreement or foreign currency exchange agreement entered into with any Person which is not a Lender in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness evidenced by recovery zone facility bonds issued in connection with arising out of loans and advances permitted under Section 8.6; and (i) Subordinated Indebtedness of the mineral wool plant located in West Virginia Borrower in an aggregate principal amount not of up to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets300,000,000; and (tii) Guarantees Guaranty Obligations of any Subsidiary Guarantor with respect to any Indebtedness of the Borrower permitted under this Section 8.038.1(f)(i).

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms)8.1; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases Leases) or Synthetic Leases) Leases hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness obligations of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) Hedging Agreements entered into in order to manage existing or other similar adjustmentsanticipated interest rate or exchange rate risks and not for speculative purposes; (me) obligations under any Treasury Management Agreement and other unsecured Indebtedness payable to the seller of the Capital Stock or Property acquired in respect a Permitted Acquisition representing all or a portion of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course purchase price of businessthe Capital Stock or Property so acquired; (nf) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessowing by one Credit Party to another Credit Party; (og) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Subordinated Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (ph) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described other Indebtedness hereafter incurred by the Borrower not exceeding $75,000,000 in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or aggregate principal amount at any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetstime outstanding; and (ti) Guarantees with respect to the Senior Convertible Notes and any renewals, refinancings or extensions thereof (including, without limitation, any Alternate Financing permitted by Section 7.14 hereof); provided, however, that the principal amount of such Indebtedness permitted under this Section 8.03as renewed, refinanced or extended does not exceed the principal amount of the Indebtedness refinanced thereby on such date.

Indebtedness. CreateSubject to the last sentence of this Section 6.01, the Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documentscreated hereunder; (b) Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as (i) no Default exists at the time of AWI the incurrence thereof, (ii) the aggregate amount of such Secured Longer-Term Indebtedness and its Subsidiaries existing on Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the date hereof amount required to comply with the provisions of Section 6.07(b), and listed on Schedule 8.03 (iii) prior to and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable immediately after giving effect to the applicable debtor(s) incurrence of any Secured Longer-Term Indebtedness, the Covered Debt Amount does not or at would not exceed the Borrowing Base then prevailing market terms)in effect; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the ObligationsOther 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 (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentU.S. Government Securities; (h) Indebtedness acquired obligations payable to clearing agencies, brokers or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred dealers in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal purchase or surety bond or under any performance or completion guarantee or similar obligations entered into sale of securities in the ordinary course of business; (i) Secured 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 the greater 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 Section 6.07(b), and (iv) 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; (j) obligations (including Guarantees) in respect of Standard Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000Undertakings; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06Permitted SBIC Guarantees; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case pursuant to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments2019 Convertible Notes; (m) obligations under 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 $150,000,000, (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 $500,000,000, (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 Section 6.07(b), and (v) prior to and immediately after giving effect to the incurrence of any Treasury Management Agreement and other Indebtedness such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businesseffect; (n) Special Unsecured Indebtedness consisting so long as (i) no Default exists at the time of the incurrence thereof, (aii) the financing aggregate amount (determined at the time of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness) of such Indebtedness does not exceed $400,000,000, (iii) the aggregate amount (determined at the time of the incurrence of such obligations are reimbursed within thirty (30Indebtedness) days following of such drawingIndebtedness, reimbursement obligation or incurrence; (p) all premiums (if anytaken together with then-outstanding Unsecured Shorter-Term Indebtedness incurred pursuant to Section 6.01(m), interest does not exceed $500,000,000, (including postiv) the aggregate amount of such Indebtedness, taken together with other then-petition interestoutstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (qv) through (t) below; (q) Indebtedness incurred 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 the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetseffect; and (to) Guarantees with respect other Indebtedness not to Indebtedness permitted under this Section 8.03exceed the greater of (i) $25,000,000 and (ii) 5% of Shareholders’ Equity at any time outstanding.

Indebtedness. CreateBorrower shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or be liable in any manner with respect to, suffer or permit to exist exist, any IndebtednessIndebtedness or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly) the performance, dividends or other obligations of any Person, except: (a) Indebtedness under the Loan DocumentsObligations; (b) purchase money Indebtedness of AWI and its Subsidiaries existing on (including Capital Leases) arising after the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(sextent secured by purchase money security interests in Equipment (including Capital Leases) or not to exceed $1,500,000 in the aggregate at then prevailing market terms)any time outstanding so long as such security interests do not apply to any property of Borrower other than the Equipment so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment so acquired, as the case may be; (c) intercompany guarantees by any Subsidiaries of Borrower of the Obligations in favor of Lenders; (d) Indebtedness among AWI of Borrower under interest swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate exchange agreements and its Subsidiaries to similar contractual agreements entered into for the extent permitted under Section 8.02purpose of protecting a Person against fluctuations in interest rates; provided provided, that, if secured, any such arrangements are with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000 and are not for speculative purposes and such Indebtedness shall be expressly subordinated unsecured; (e) unsecured Indebtedness of Borrower arising after the date hereof to any third person (other than Indebtedness otherwise permitted under this Section 9.9), provided that, in the event of any transaction which causes such unsecured Indebtedness of Borrower to exceed $100,000 outstanding in the aggregate, each of the following conditions is satisfied as determined by Lender: (i) such Indebtedness shall be on terms and conditions acceptable to Lender and shall be subject and subordinate in right of payment to the Obligations, right of Lender to receive the prior indefeasible payment and if evidenced by an intercompany note, such note shall be pledged satisfaction in full payment of all of the Obligations pursuant to the Collateral Agent terms of an intercreditor agreement between Lender and such third party, in form and substance satisfactory to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financedLender, (ii) no such Indebtedness Lender shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance have received not less than ten (10) days prior written notice of the remaining average weighted life-to-maturity for intention of Borrower to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Lender the any Term Loan hereunderamount of such Indebtedness, (ii) the person or persons to whom such Indebtedness will be issued on terms not more onerous that owed, the terms hereofinterest rate, the schedule of repayments and maturity date with respect hereto and such other information as Lender may reasonably request with respect thereto, (iii) Lender shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) on and before the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist immediately before or immediately after giving effect theretohave occurred, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the Borrowers terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, and (vi) Borrower shall deliver furnish to Lender all notices or demands in connection with such Indebtedness either received by Borrower or on its behalf promptly after the Administrative Agent a compliance certificate confirming receipt thereof, or sent by Borrower or on its behalf concurrently with the foregoingsending thereof, in form and detail reasonably satisfactory to as the Administrative Agentcase may be; (hf) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection withwith any acquisition by Borrower or any Subsidiary that is not prohibited by this Agreement; and (g) the Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided, or in anticipation or contemplation ofthat, such Permitted Acquisition, provided that (i) no Default Borrower may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or Event of Default shall exist immediately before instrument evidencing or immediately after giving rise to such Indebtedness as in effect theretoon the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any material term of such Indebtedness or any document or instrument related thereto as in effect on the Borrowers will be date hereof (and, for the purposes hereof, "any material term" includes, but is not limited to, any term which would change the amount of such Indebtedness), except, that, Borrower may, after prior written notice to Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in compliance with respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the Borrowers Borrower shall deliver furnish to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal Lender all notices or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments demands in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancastereither received by Borrower or on its behalf, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees promptly after the receipt 50 54 thereof, or sent by Borrower or on its behalf, concurrently with respect to Indebtedness permitted under this Section 8.03the sending thereof, as the case may be.

Indebtedness. CreateContract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $5,000,000 at any one time outstanding (including any such Indebtedness referred to in subsection (b) above); (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness obligations of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) Hedging Agreements entered into in order to manage existing or other similar adjustmentsanticipated interest rate or exchange rate risks and not for speculative purposes; (me) obligations under intercompany Indebtedness, provided that: (i) with respect to any Treasury Management Agreement and other Non-Covered Subsidiary, the aggregate amount of intercompany Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businessincurred by such Subsidiary shall not exceed $5,000,000 at any time outstanding; (nii) with respect to all Non-Covered Subsidiaries, the aggregate amount of intercompany Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessincurred by such Subsidiaries collectively shall not exceed $10,000,000 at any time outstanding; (oiii) with respect to any Covered Foreign Subsidiary, the aggregate amount of intercompany Indebtedness incurred by AWI or any such Subsidiary in respect excess of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created what is in existence on 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 Closing Date and listed on Schedule 8.1 shall not exceed $5,000,000 at any time outstanding; (iv) with respect to reimbursement-type obligations regarding workers compensation claims, provided that upon the drawing of such letter of creditall Covered Foreign Subsidiaries, the reimbursement aggregate amount of obligations intercompany Indebtedness incurred by such Subsidiaries collectively in respect excess of bankers’ acceptances what is in existence on the Closing Date and listed on Schedule 8.1 shall not exceed $15,000,000 at any time outstanding. (f) Indebtedness (i) assumed in connection with acquisitions (so long as such Indebtedness was not incurred in anticipation of the incurrence respective acquisition), (ii) of newly acquired Subsidiaries acquired in acquisitions (so long as such IndebtednessIndebtedness was not incurred in anticipation of the respective acquisition) and (iii) owed to the seller in any acquisition constituting part of the purchase price thereof, such obligations are reimbursed within thirty so long as in the case of each of clauses (30i), (ii) days following such drawing, reimbursement obligation or incurrenceand (iii) the respective acquisition did not violate Section 8.3(d); (pg) all premiums (if any), interest (including post-petition interest), fees, expenses, charges Indebtedness of the Borrower and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) belowits Subsidiaries pursuant to a $15,000,000 revolving credit facility extended by Bank of America; (qh) Indebtedness incurred in guaranty agreements executed by the ordinary course of business in respect of Borrower guaranteeing obligations of AWI Syke▇ ▇▇▇lth Plan Services, Inc. to its lender or lenders provided the aggregate amount guaranteed thereunder shall not exceed $50,000,000 at any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and servicestime outstanding; (ri) Indebtedness under a Sale one or more letters of credit issued for the account of the Borrower and Leaseback Transaction for the benefit of AWI’s corporate headquarters Pero▇ ▇▇▇tems, Inc. ("Pero▇"), not to exceed in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an the aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets$30,000,000; and (tj) Guarantees with respect to other Indebtedness permitted under this Section 8.03which shall not exceed $5,000,000 in the aggregate at any time outstanding.

Indebtedness. CreateThe Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries the Credit Parties existing as of or incurred on the date hereof Closing Date and listed described on Schedule 8.03 (6.1(b) and renewals, refinancings and or extensions thereof on terms and conditions in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing or at then prevailing market terms)extension; (c) intercompany Indebtedness among AWI of the Borrower and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase price or improvement cost of fixed or capital assets, and renewals, refinancings and extensions thereof, construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financed, construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, ; and (iii) the total amount of all such Indebtedness shall not exceed $1,500,000 at the any time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisoutstanding; (fd) unsecured Unsecured intercompany Indebtedness evidenced by recovery zone facility bonds issued in connection with (i) among the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; Credit Parties and (gii) other unsecured Indebtedness of between the BorrowersBorrower and Star Bedding Products Limited, provided that (i) the final maturity date for any such Indebtedness is at least 91 days beyond shall be fully subordinated to the final maturity date for any Term Loan Credit Party Obligations hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (e) Indebtedness and obligations owing under Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise generally (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder); (g) Indebtedness of the Credit Parties in respect of the Subordinated Notes in an aggregate amount not to exceed $115,000,000; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or respect of judgment liens not resulting in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or an Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under pursuant to Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent7.1(f); (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in respect of trade payables incurred in the ordinary course of business; (j) Securitization Unsecured Indebtedness owing in an aggregate principal amount not respect of the performance bonus in favor of Ceci▇ ▇▇▇▇▇▇ ▇▇▇suant to exceed $150,000,000Section 2(c)(ii) of that certain Employment Agreement dated as of May 18, 1999 by and among Star Bedding Products Limited, Ceci▇ ▇▇▇▇▇▇ ▇▇▇ the Borrower; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance in respect of the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06PIK Subordinated Debt; (l) Indebtedness incurred by AWI or any installment notes (to the extent the same could be considered Indebtedness) from the Borrower and each of its Subsidiaries to Serta, Inc. in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to connection with the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements Serta Licenses issued in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (tm) Guarantees with respect to other Indebtedness permitted under this Section 8.03of the Borrower and its Subsidiaries which does not exceed $1,500,000 in the aggregate at any time outstanding.

Indebtedness. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Loan Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and any of its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 7.01 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI of the Borrower and any of its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for and consistent with the purpose past practices 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”Credit Parties; (ed) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Intercompany Indebtedness incurred in the ordinary course of business and consistent with the past practices of the Credit Parties or for cash management purposes; (e) obligations of the Borrower in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and servicesHedging Agreements; (rf) unsecured Indebtedness under which is (i) subordinated in right and time of payment to the Term Loan in a Sale manner satisfactory to the Bank in its sole discretion and Leaseback Transaction of AWI’s corporate headquarters (ii) evidenced by a promissory note in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsform and substance satisfactory to the Bank; and (tg) Guarantees with respect purchase money Indebtedness secured by Liens contemplated by clause (vii) of the definition of Permitted Liens, provided that the Borrower and its Subsidiaries do not take any steps to increase the principal amount of Indebtedness permitted under this Section 8.03secured by the acquired Property over the amount secured thereby at the time of acquisition.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof Closing Date and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms6.01(b); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia is in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness greater than the aggregate principal amount of the BorrowersIndebtedness being renewed or refinanced, provided that plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (iB) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the final maturity date for such covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereofbeing renewed or refinanced, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect theretothe Senior Secured Notes and the Senior Secured Note Guarantees, and (iv) the Borrowers will be in compliance with Senior Subordinated Notes and the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentSenior Subordinated Note Guarantees; (hc) Indebtedness acquired under Hedging Obligations with respect to interest rates, foreign currency exchange rates or assumed pursuant to a Permitted Acquisitioncommodity prices, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the Borrowers will be in compliance with notional principal amount of such Hedging Obligations at the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) time incurred does not exceed the Borrowers shall deliver principal amount of the Indebtedness to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentwhich such Hedging Obligations relate; (id) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of businesspermitted by Section 6.04(f); (je) Securitization Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate principal amount not to exceed $150,000,00025.0 million at any time outstanding; (kf) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting servicesbid, automatic clearinghouse arrangementsperformance or surety bonds, overdraft protectionsworkers’ compensation claims, employee credit card programs self-insurance obligations and other cash management and similar arrangements in bankers acceptances issued for the ordinary course account of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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); (g) Contingent Obligations of any Loan Party 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrenceotherwise permitted under this Section 6.01; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (qh) Indebtedness incurred 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 in respect business; provided, however, that such Indebtedness is extinguished within five Business Days of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments incurrence; (i) Indebtedness arising in connection with such goods and services;endorsement of instruments for deposit in the ordinary course of business; and (rj) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) unsecured Indebtedness of Foreign Subsidiaries of AWI any Company in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03exceed $30.0 million at any time outstanding.

Indebtedness. CreateNone of the Credit Parties will contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Amended Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing in existence on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable Effective Date to the applicable debtor(sextent disclosed in SCHEDULE 7.1(b) (but not including any renewal, refinancing or at then prevailing market termsextension thereof); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries after the Closing Date to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assetsassets acquired after the Closing Date; PROVIDED, and renewals, refinancings and extensions thereof, provided that THAT (i) the total of all such Indebtedness for the Borrower and its Subsidiaries taken together shall not exceed an aggregate principal amount of $5,000,000 at any time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) such Indebtedness is issued and any Liens securing such Indebtedness are created at the time of, or within ninety (90) days after, the acquisition of such assets and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 Indebtedness is not secured by a Lien on a Pro Forma Basisany other assets; (fd) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness obligations of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI Borrower or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder respect of Lender Hedging Agreements entered into in order to limit exposure to floating rate indebtedness or foreign currency fluctuation and exchange rate risk of the Borrower or any Dispositionof its Subsidiaries, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustmentsand not for speculative purposes; (me) obligations intercompany Indebtedness arising out of loans and advances permitted under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businessSection 7.6; (nf) in addition to the Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred otherwise permitted by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.7.1

Indebtedness. CreateThe Borrower shall not, incurand shall not permit any of its Restricted Subsidiaries to, assume create, assume, incur or suffer otherwise become or remain obligated in respect of, or permit to exist be outstanding, any Indebtedness, Indebtedness except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) Hedge Agreements entered into by such Person in the ordinary course of business for the purpose of directly mitigating order to manage existing or anticipated interest rate, exchange rate or commodity price 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 speculative purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations Cash Management Agreements entered into in the ordinary course of business; (jc) Securitization 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 applicable 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) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Signatory certifying 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; (vii) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party and (viii) prior to the incurrence of such Indebtedness Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vii) above and containing calculations, in form and substance satisfactory to the Administrative Agent with respect to clause (i) above; (d) Indebtedness existing on the Closing Date and set forth on Schedule 6; (e) Indebtedness incurred in connection with Capitalized Lease Obligations, Permitted Purchase Money Indebtedness and mortgage financings in an aggregate principal amount not to exceed the greater of (i) $150,000,00050,000,000 and (ii) two percent (2.0%) of Consolidated Total Assets (calculated at the time of incurrence thereof); (kf) Indebtedness unsecured intercompany Indebtedness: (i) owed by any Credit Party to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06another Credit Party; (lii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Loan Obligations in a manner reasonably satisfactory to the Administrative Agent); and (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 $10,000,000; (g) Indebtedness incurred arising from the honoring by AWI a bank or any other financial institution of its Subsidiaries in a Permitted Acquisitioncheck, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) draft or other similar adjustmentsinstrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within ten Business Days; (mh) obligations Indebtedness under performance bonds, surety bonds, and completion guarantees provided by the Borrower or any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements Restricted Subsidiary in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (oi) Indebtedness incurred by AWI the Borrower or any Restricted Subsidiary in constituting reimbursement obligations with respect of to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments credit issued or created in the ordinary course of business, including without limitation, with respect to letters of credit in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance claims or self-insurance insurance, or other Indebtedness with respect to reimbursement-reimbursement type obligations regarding workers workers’ compensation claims, ; provided however that upon the drawing of such letter letters of credit, the reimbursement of obligations in respect of bankers’ acceptances and credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty sixty (3060) days following such drawing, reimbursement obligation drawing or incurrence; (pj) all premiums (if any)Indebtedness consisting of customary indemnification, interest (including post-petition interest)adjustments of purchase price or similar obligations, feesin each case, expenses, charges and additional incurred or contingent interest on obligations described assumed in clauses (a) through (o) above and (q) through (t) belowconnection with the acquisition of any business or assets permitted under this Agreement; (qk) 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 $10,000,000 at any time outstanding; (l) Indebtedness 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 ordinary course acquisition of business in respect of obligations of AWI such assets, (ii) neither the Borrower nor any Restricted Subsidiary thereof (other than such Person or any Subsidiary 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 $75,000,000 at any time outstanding; (m) Indebtedness consisting of the deferred purchase price New Securities incurred in an aggregate principal amount of goods up to the Incremental Indebtedness Limit less the aggregate original principal amount of all Incremental Increases made pursuant to Section 2.14 so long as, subject in the case of a Limited Condition Acquisition, to Section 1.10, (i) no Default or services Event of Default shall have occurred and be continuing at the time of incurrence or progress payments would result therefrom and (ii) the Borrower shall be in connection compliance with such goods and servicesthe Debt Incurrence Test; (rn) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount outstanding at any time not in excess to exceed the greater of five (i) $50,000,000 and (ii) two percent (5.02.0%) of Consolidated Foreign AssetsTotal Assets (calculated at the time of incurrence thereof); (o) (i) Guaranties by 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); and (tp) Guarantees with respect 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 8.03or this clause (p).

Indebtedness. CreateThe Company will not, nor will it permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the Loan Documentsother Credit Documents and the Subordinated Debt; (b) Indebtedness existing as of AWI the Closing Date as referenced in the financial statements referenced in Section 3.1 (and its Subsidiaries existing on the date hereof set out more specifically in Schedule 6.1(b)) and listed Indebtedness set forth on Schedule 8.03 (4.2(o) hereto and renewals, refinancings and or extensions thereof on terms and conditions in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing or at then prevailing market terms)extension; (c) intercompany Indebtedness among AWI and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase price or improvement cost of fixed or capital assets, and renewals, refinancings and extensions thereof, construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financed, construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, ; and (iii) the total amount of all such Indebtedness shall not exceed $20,000,000 at any time outstanding; (d) Unsecured intercompany Indebtedness among the time Company and its Subsidiaries, provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Agent; and provided, further, that intercompany Indebtedness of Foreign Subsidiaries owed to Domestic Credit Parties shall not exceed $25,000,000 in the aggregate at any one time; (e) Indebtedness and immediately after giving effect obligations owing under Hedging Agreements relating to such incurrencethe Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisexchange rate or commodity price risks and not for speculative purposes; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with and obligations of Domestic Credit Parties owing under documentary letters of credit (but not under standby, direct pay or other letters of credit except for the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000;Letters of Credit hereunder) generally; and (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance Domestic Credit Parties which does not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into exceed $10,000,000 in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03time outstanding.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (bi) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof Closing Date and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms6.01(b); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to exceed $35,000,000be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (gc) other unsecured Indebtedness of the Borrowersunder 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 final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder Documents and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate notional principal amount of such Hedging Obligations at the time incurred does not to exceed $150,000,000; (k) the principal amount of the Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06which such Hedging Obligations relate; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist or otherwise become liable in respect of any Indebtedness, exceptother than: (a) Indebtedness under incurred prior to the Loan Documentsdate hereof (which is not described in Section 7.01(b) through 7.01(m) hereof) as described in Schedule 7.01 attached hereto and any refinancing of such indebtedness, provided that the aggregate principal amount of such Indebtedness is not increased; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) Lenders under this Agreement, the Notes or at then prevailing market terms)any other Loan Document; (c) intercompany Indebtedness among AWI and its Subsidiaries to for trade payables incurred in the extent permitted under Section 8.02ordinary course of business; provided that, if secured, any such Indebtedness payables shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligationspaid or discharged when due; (d) obligations (contingent or otherwise) Indebtedness consisting of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”guarantees permitted pursuant to Section 7.03 hereof; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchaseSubordinated Indebtedness; provided, acquisitionhowever, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before have occurred and be continuing at the time of incurrence thereof or immediately would occur after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentincurrence of such Subordinated Indebtedness; (hf) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including secured by purchase money liens as permitted under Section 7.02(g) hereof and Indebtedness arising under Capital Leases; provided that the aggregate amount of such Indebtedness that was incurred in connection withany fiscal year of the Company shall not exceed $20,000,000, or in anticipation or contemplation ofand, such Permitted Acquisitionfurther, provided that (i) no Default or Event of Default shall exist immediately before have occurred and be continuing or immediately would occur after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentincurrence of such Indebtedness; (ig) Indebtedness arising under any performancewith respect to Hedging Agreements entered into by the Company, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations provided that such Hedging Agreement shall be entered into in the ordinary course of businessits business with respect to its business needs and not for speculative purposes; (h) Indebtedness arising under or with respect to foreign exchange contracts entered into by the Company for the purchase or sale of foreign currency for the account of the Company or the Guarantors, provided that such foreign exchange contracts shall be entered into in the ordinary course of its business with respect to its business needs and not for speculative purposes; (i) 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; (j) Securitization Indebtedness owing by (i) the Company to any of its Subsidiaries or (ii) any Subsidiary of the Company to the Company or any Subsidiary of the Company, to the extent that such Indebtedness is otherwise permitted pursuant to the terms and conditions of this Agreement; (k) Additional Indebtedness of the Non-Domestic Subsidiaries, provided that such Indebtedness shall not be secured, and provided further that no Event of Default has occurred and is continuing or would occur after giving effect to the incurrence of such additional Indebtedness; and (l) Additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $150,000,000; (k500,000, secured by Liens permitted pursuant to Section 7.02(j) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments;hereof; and (m) obligations under any Treasury Management Indebtedness of the Company to be incurred in connection with (i) the Note Purchase Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (aii) the financing issuance of insurance premiums or (b) take-or-pay obligations contained up to $100,000,000 of Senior Notes in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 claimsconnection therewith, provided that upon the drawing of such letter of creditIndebtedness shall be incurred by September 1, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.032000.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness existing or arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed Closing Date set forth on Schedule 8.03 (8.03, and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI capital lease obligations and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leasescapital leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase or improvement acquisition of fixed or capital assets, and renewals, refinancings and extensions thereof, ; provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, financed and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of any such refinancing; (d) obligations under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (e) unsecured intercompany Indebtedness among members of the Consolidated Group to the extent permitted by Section 8.02; (f) Indebtedness evidenced by the Existing Senior Notes; (g) Indebtedness of the Borrower or of the Borrower and the Co-Issuer evidenced by Additional Notes, provided that (i) such Indebtedness shall be issued on terms no less favorable to the Borrower in all material respects than with prevailing market standards at the time such Indebtedness is issued, (ii) the subordination provisions for any such Indebtedness that is Subordinated Debt shall be consistent with prevailing market standards and (iii) at the time of and immediately after giving effect to such incurrencethe issuance thereof, AWI the Credit Parties will be in compliance with the financial covenants in Section 8.11 hereunder on a Pro Forma Basis; Basis (fwhich, in the case of any issuance of Indebtedness in excess of $100 million, shall be demonstrated by calculations certified by a Responsible Officer) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall would exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agenthereunder; (h) Support Obligations by members of the Consolidated Group in respect of Indebtedness permitted under subsections (a) through (g); provided that any such Support Obligations with respect to Indebtedness permitted under subsection (g) that is Subordinated Debt shall be similarly subordinated to the loans and obligations hereunder; (i) (i) Securitization Transactions that constitute Non-Recourse Indebtedness and (ii) other Securitization Transactions having an aggregate Attributable Principal Amount not to exceed $250 million; (j) Indebtedness incurred by any Financing Subsidiary; (k) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including provided that such Indebtedness that was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (il) Indebtedness arising under any performance, bid, appeal performance or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business;; and (jm) Securitization Indebtedness Funded Debt of the Borrower and its Subsidiaries not contemplated in the foregoing clauses of this Section in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03250 million.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Borrower set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries the Borrower to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into with any Lender, or any Affiliate of a Lender, in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (iiie) at the time intercompany Indebtedness arising out of loans, advances and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Guaranty Obligations permitted under Section 8.11 on a Pro Forma Basis8.6; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with under the mineral wool plant located in West Virginia Parent Notes in an aggregate original issuance principal amount not of up to exceed $35,000,00037,500,000, plus additional Indebtedness representing conversion of accrued interest into principal under the Parent Notes; (g) other unsecured if the Subordinated Notes shall have been issued, Indebtedness under the Subordinated Note Indenture and the Subordinated Notes in an aggregate original issuance principal amount of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent$90,000,000; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was of the Parent (i) incurred in connection withwith the repurchase, redemption or other acquisition or retirement for value of any Capital Stock in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event the Parent held by members of Default shall exist immediately before or immediately after giving effect thereto, senior management and other key employers of the Parent and its Subsidiaries and (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver which by its terms is subordinated to the Administrative Agent Credit Party Obligations in a compliance certificate confirming the foregoing, in form manner and detail reasonably satisfactory to an extent acceptable to the Administrative Agent;Required Lenders; 90 91 (i) Indebtedness arising under representing deferred compensation to employees of the Parent or any performance, bid, appeal or surety bond or under Consolidated Party not exceeding $1,000,000 in aggregate principal amount at any performance or completion guarantee or similar obligations entered into in the ordinary course of businessone time outstanding; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption Guaranty Obligations of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees Credit Party with respect to Indebtedness permitted under this Section 8.038.1; and (k) In addition to the Indebtedness otherwise permitted by this Section 8.1, other Indebtedness hereafter incurred by the Borrower not exceeding $2,500,000 in aggregate principal amount at any time outstanding.

Indebtedness. CreateThe Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Note Purchase Agreement and the Loan other Note Purchase Documents; (b) Indebtedness (excluding the Senior Obligations) existing as of AWI and its Subsidiaries existing on the date hereof and listed Closing Date as set forth on Schedule 8.03 (6.1(b) and any renewals, refinancings and or extensions thereof on terms and conditions in a principal amount not materially less favorable to in excess of that outstanding as of the applicable debtor(s) date of such renewal, refinancing or at then prevailing market terms)extension; (c) intercompany Indebtedness among AWI and its Subsidiaries to incurred after the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect Closing Date consisting of Capital Leases or Synthetic Leases) hereafter Indebtedness incurred by AWI to provide all or any a portion of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement purchase price or improvement cost of fixed or capital assets, and renewals, refinancings and extensions thereof, construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of the asset(s) financed, construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, ; and (iii) the total amount of all such Indebtedness (excluding any such Indebtedness consisting of a Sale-Leaseback Transaction permitted under Section 6.12 to the extent such lease is deemed to be a Capital Lease) shall not exceed $2,500,000 at the any time of outstanding; (d) Indebtedness and immediately after giving effect obligations owing under Hedging Agreements entered into in order to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) Indebtedness owed from a Pro Forma BasisCredit Party to another Credit Party (other than Holdings); (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000Senior Debt; (g) other unsecured Guaranty Obligations in respect of Indebtedness of the Borrowers, provided that (i) Borrower or a Subsidiary to the final maturity date for extent such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will permitted to exist or be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed incurred pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under this Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition6.1, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) related Investment made by the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing provider of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness Guaranty Obligation is permitted under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign AssetsSection 6.5; and (th) Guarantees with respect to other unsecured Indebtedness of Credit Parties which does not exceed $5,000,000 in the aggregate at any time outstanding; provided, however, that the Indebtedness permitted under pursuant to this clause (h) shall not exceed $2,000,000 in the aggregate at any time outstanding unless, as of the date of such incurrence, after giving effect to the incurrence of any such Indebtedness on a Pro Forma Basis as of the end of the most recently ended fiscal quarter for which the Borrower has delivered the required financial statements pursuant to Section 8.035.1(b) and a compliance certificate pursuant to Section 5.2(b), the Consolidated Leverage Ratio does not exceed the Incurrence Ratio.

Indebtedness. CreateNo Company shall create, incur, assume incur or suffer have outstanding any Indebtedness of any kind; provided that this Section 5.8 shall not apply to exist any Indebtedness, exceptthe following: (a) the Loans, the Letters of Credit and any other Indebtedness under the this Agreement or any other Loan DocumentsDocument; (b) Indebtedness any loans granted to, or Capitalized Lease Obligations entered into by any Company for the purchase or lease of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 fixed assets (and renewalsrefinancings of such loans or Capitalized Lease Obligations), refinancings which loans and extensions thereof on terms and conditions not materially less favorable to Capitalized Lease Obligations shall only be secured by the applicable debtor(s) fixed assets being purchased or at then prevailing market terms)leased; (c) intercompany the Indebtedness among AWI existing on the ClosingFourth Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and its Subsidiaries any extension, renewal or refinancing thereof but only to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to that the Obligations, and if evidenced by an intercompany note, such note shall be pledged to principal amount thereof does not increase after the Collateral Agent to secure the ObligationsClosingFourth Amendment Effective Date); (d) obligations Indebtedness incurred by Foreign Subsidiaries (contingent or otherwisein addition to the Indebtedness permitted pursuant to subparts (a) and (h) hereof) in an aggregate amount not to exceed, for all such Indebtedness of AWI or any Subsidiary existing or arising under any Swap Contractall Foreign Subsidiaries, provided that the greater of (i) seven and one-half percent (7.5%) of Consolidated Total Assets, or (ii) Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (e) any loans from a Company to a Company permitted under Section 5.11 hereof; (f) Indebtedness under any Hedge Agreement, so long as such obligations are (or were) Hedge Agreement shall have been 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”speculative purposes; (eg) purchase money Indebtedness of a Foreign Subsidiary under an accounts receivable facility, in an aggregate amount for all such facilities of all Foreign Subsidiaries not to exceed Twenty Million Dollars (including obligations in respect $20,000,000), so long as no portion of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any Credit Party and no Credit Party provides, either directly or indirectly, any credit support of any kind in connection with such facility; (h) Subordinated Indebtedness, so long as (i) the Companies are in compliance (and in pro forma compliance after giving effect to such Subordinated Indebtedness) with the provisions of Article V hereof, (ii) the documentation with respect to such Subordinated Indebtedness is in form and substance reasonably acceptable to Agent (and, if the aggregate amount of such Subordinated Indebtedness is in excess of Ten Million Dollars ($10,000,000), the Required Lenders), as determined by Agent and, if applicable, the Required Lenders, prior to the incurrence of such Subordinated Indebtedness, (iii) the maturity date (and earliest possible put date) of such Subordinated Indebtedness is at least thirty (30) days after the Revolving Credit Maturity Date then in effect, and (iv) prior to the incurrence of such Subordinated Indebtedness, if the aggregate amount of all Subordinated Indebtedness of the Foreign Subsidiaries exceeds (or will exceed, after the incurrence of such Subordinated Indebtedness) Ten Million Dollars ($10,000,000), each Foreign Subsidiary that is directly or indirectly liable for such Subordinated Indebtedness shall either become a Foreign Borrower or Foreign Guarantor of Payment, as appropriate, in the discretion of Agent, in consultation with US Borrower; (i) loans toIndebtedness of Percepta and its Subsidiaries in an aggregate amount at any time outstanding not to finance exceed the purchase, acquisition, construction, repair, replacement or improvement greater of fixed or capital assets(i) twenty percent (20%) of the net revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters, and renewals(ii) Twenty Million Dollars ($20,000,000); (j) loans toIndebtedness of a joint venture (in which one or more Companies own ▇▇▇ minority equity interest) in an aggregate amount at any time outstanding not to exceed the greater of (i) twenty percent (20%) of the net revenues of such joint venture for the most recently completed four fiscal quarters, refinancings and extensions thereof(ii) the total, provided for all such joint ventures incurred in reliance on this subpart (j), of Twenty Million Dollars ($20,000,000); (k) Indebtedness of a Company that was initially indebtedness of a target entity that has been acquired by the Companies pursuant to Section 5.13 hereof and that becomes Indebtedness of a Company through a merger of the target into a Company, so long as (i) such Indebtedness when was not incurred in anticipation of such Acquisition, or (ii) if any such Indebtedness was incurred by a target entity (or entities) in anticipation of an Acquisition, the aggregate amount of all such Indebtedness for all Companies (with respect to all such Acquisitions) outstanding at any time (that in each case is outstanding beyond thirty (30) days after the relevant Indebtedness was acquired by the Companies) shall not exceed the purchase price of the asset(s) financed, Twenty Million Dollars (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis$20,000,000); (fl) unsecured Indebtedness evidenced of a Company incurred pursuant to Synthetic Leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by recovery zone facility bonds issued any governmental entity to such Company; (n) Indebtedness not otherwise described in connection with the mineral wool plant located in West Virginia or subjectpermitted pursuant to subparts (a) through (m) or (o) hereof in an aggregate principal amount not to exceed $35,000,000;five percent (5%) of Consolidated Total Assets of US Borrower at any time outstanding; and (go) other unsecured Indebtedness of the BorrowersIndebtedness, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver addition to the Administrative Agent a compliance certificate confirming the foregoingIndebtedness listed aboveincluding any Permitted Convertible Notes, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that so long as (i) no Default or Event of Default shall then exist immediately before or immediately after giving effect theretothereafter shall begin to exist, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis maturity date (and (iiiearliest possible put date) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within Indebtedness is at least thirty (30) days following after the Revolving Credit Maturity Date then in effect (except that in the case of any Permitted Convertible Indebtedness, any required redemption or repurchase upon a “fundamental change” (as customarily defined for such drawingPermitted Convertible Indebtedness, reimbursement obligation but in any event including as a result of any change of control, asset sale, casualty event or incurrence; de-listing of common stock) or any settlement upon conversion thereof (pwhether in cash, securities or other property) all premiums (if anyshall be permitted notwithstanding a possible occurrence prior to the Revolving Credit Maturity Date), interest (including post-petition interestiii) the Companies are in compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof, and (iv) if the amount of such Indebtedness is equal to or greater than Twenty Million Dollars ($20,000,000), fees, expenses, charges such Indebtedness is created pursuant to documentation in form and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect substance reasonably satisfactory to Indebtedness permitted under this Section 8.03Agent.

Indebtedness. CreateNeither the Borrower nor any Subsidiary will, directly or indirectly, incur, assume or suffer create, assume, guarantee, permit to exist or otherwise become liable with respect to any Indebtedness, exceptexcept that the foregoing restrictions shall not apply to: (a) Indebtedness owed to the Banks under the Loan Documentsany Credit Document including without limitation any Indebtedness owed pursuant to any Specified Hedging Agreement with a Bank or an Affiliate thereof; (b) Indebtedness of AWI and its Subsidiaries Borrower to Bank One existing on the date hereof and listed of this Credit Agreement which is reflected on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s8.1(b) or at then prevailing market terms)attached hereto; (c) intercompany Indebtedness among AWI Liabilities for taxes, assessments, governmental charges or levies which are not yet due and its Subsidiaries to the extent permitted payable or which are being contested in good faith by appropriate proceedings diligently conducted if reserves adequate under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the ObligationsGAAP have been established therefor; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Normal trade debts incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesbusiness, commitments, investments, assets, or property held or reasonably anticipated by provided that all such Person, or changes liabilities and debts shall be promptly paid and discharged prior to delinquency unless being contested in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”good faith; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect other Related Parties to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma BasisBorrower; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with of the mineral wool plant located in West Virginia in an aggregate principal amount not Borrower to exceed $35,000,000the other Related Parties; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations Interest Rate Protection Agreements entered into in the ordinary course of businessbusiness to manage interest rate and currency rate fluctuations; (jh) Securitization Additional Indebtedness in an aggregate principal amount not to exceed $150,000,0001,000,000.00 in the aggregate principal amount incurred in any fiscal year by Borrower and, excluding Golden Eagle, all Domestic Subsidiaries; (ki) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted Any Asset Securitization Obligations entered into by Section 8.06Golden Eagle; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 (and any renewals, refinancings amendments or replacements thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such renewal, amendment or replacement thereof and extensions thereof on (ii) the material terms and conditions taken as a whole of such renewal, amendment or replacement are not materially less favorable to Borrower and its Subsidiaries than the applicable debtor(s) terms of the Indebtedness being renewed, amended or at then prevailing market terms)replaced; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent resulting from Investments permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business 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; and (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness for all such Persons taken together shall not exceed two percent (2%) of the Borrower’s Consolidated Tangible Net Worth in any fiscal year; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000Permitted Subordinated Debt; (g) other unsecured Indebtedness in respect of the Borrowersworker’s compensation claims, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder self-insurance obligations, bankers’ acceptances and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity bid, performance or surety bonds issued for the account of any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoingParty, in form and detail reasonably satisfactory to each case, incurred in the Administrative Agentordinary course of business; (h) Indebtedness acquired in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event surety bonds issued for the account of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentany Loan Party; (i) Indebtedness arising under any performancefrom the honoring by a bank or other financial institution of a check, bid, appeal or surety bond or under any performance or completion guarantee draft or similar obligations entered into instrument drawn against insufficient funds in the ordinary course of business; (j) Securitization Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (k) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (m) Indebtedness of any Subsidiary in connection with assets acquired pursuant to a Permitted Acquisition after the Closing Date or Indebtedness of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time of any such Permitted Acquisition and is not created in contemplation or in connection with such Permitted Acquisition; and (n) other secured and unsecured Indebtedness not permitted by clauses (a) through (m) in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or 10,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03one time outstanding.

Indebtedness. CreateCompany shall not incur, incurcreate, assume or suffer permit to exist any Indebtednessindebtedness or liability on account of deposits or letters of credit issued on Company’s behalf, or advances or any indebtedness for borrowed money of any kind, whether or not evidenced by an instrument, except: : (a) Indebtedness under the Loan Documents; described in this Agreement; (b) indebtedness of Company described in Exhibit F, and any Refinancing Indebtedness in respect of AWI such indebtedness (provided that if the amount of the Refinancing Indebtedness exceeds $500,000, Company shall provide ▇▇▇▇▇ Fargo with 10 days prior notice of Company’s intent to incur the Refinancing Indebtedness and its Subsidiaries existing on a description of the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on material terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market termsof such Refinancing Indebtedness); ; (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02indebtedness secured by Permitted Liens; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into indebtedness evidenced by such Person performance bonds issued 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 reimbursement obligations in the value of securities issued by such Person, and respect thereof in an aggregate amount at any time not for purposes of speculation or taking a “market view”; exceeding $500,000; (e) purchase money Indebtedness (including obligations Capitalized Lease Obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance not exceeding $500,000 outstanding thereon at the time of such refinancing, and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; anytime; (f) unsecured Indebtedness evidenced indebtedness incurred by recovery zone facility bonds issued Company to one or more of its insurance companies, incurred in connection with the mineral wool plant located in West Virginia in an aggregate principal amount ordinary course of business to finance payment of its insurance premiums, not to exceed in the aggregate $35,000,000; 1,500,000 outstanding at any time; (g) other unsecured Indebtedness of the Borrowersindebtedness owed to Subordinated Creditor, provided that (i) the final maturity date for so long as such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver indebtedness remains subject to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; Subordination Agreement; (h) Indebtedness acquired unsecured interest rate hedge agreements or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations currency hedge agreements entered into in the ordinary course of business; Company’s business for bona fide hedging purposes and not for speculation; and (ji) Securitization Indebtedness other unsecured indebtedness not referred to in any other clause of this Section 5.4 in an aggregate principal amount not exceeding $100,000 at any time. With respect to exceed $150,000,000; (k) Indebtedness any such indebtedness owing to current or former officersSubordinated Creditors, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption Company shall only make payments of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case such indebtedness to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations permitted under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting terms of the deferred purchase price of goods applicable Subordination Agreement or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03Intercreditor Agreement.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under (i) this Agreement and the other Loan Documents, (ii) the Pre-Petition Convertible Subordinated Promissory Note Documents, (iii) the Pre-Petition Subordinated Note Documents and (iv) the Pre-Petition 2010 Subordinated Note Documents; (b) (i) Indebtedness of AWI and its Subsidiaries existing outstanding on the date hereof of this Agreement and listed on Schedule 8.03 6.01(b) and (and renewals, ii) refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02renewals thereof; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (iA) any 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”; (e) purchase money refinancing Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to exceed $35,000,000be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (gc) other unsecured Indebtedness under Hedging Obligations that are designed to protect against fluctuations in 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, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Borrowers, provided that Indebtedness to which such Hedging Obligations relate; (id) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from permitted by Section 6.03(e); (e) Indebtedness incurred after the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunderthis Agreement in respect of Purchase Money Obligations and Capital Lease Obligations, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000250,000 at any time outstanding; (kf) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting servicesbid, automatic clearinghouse arrangementsperformance or surety, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts appeal or similar instruments bonds issued or created for the account of and completion guarantees provided by the Borrower in the ordinary course of business, including in an aggregate amount not to exceed $250,000 at any time outstanding; (g) Contingent Obligations of the Borrower 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrenceotherwise permitted under this Section 6.01; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (qh) Indebtedness incurred 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 in respect business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsincurrence; and (ti) Guarantees Indebtedness arising in connection with respect endorsement of instruments for deposit in the ordinary course of business. Notwithstanding the foregoing, no Indebtedness under Sections 6.01(b), (c), (d), (g), (h) and (i), shall be permitted to Indebtedness permitted have an administrative expense claim status under this Section 8.03the Bankruptcy Code senior to or pari passu with the super priority administrative expense claims of the Agent and Lenders except as specifically set forth herein or in the Financing Orders.

Indebtedness. CreateNo Credit Party will, nor will it permit any of its Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness existing as of AWI and its Subsidiaries existing on the Closing Date as referenced in Section 6.10 (including renewal, refinancing or extension of such Indebtedness provided that any such renewal, refinancing or extension does not increase the principal amount of such Indebtedness outstanding as of the date hereof of such renewal, refinancing or extension, decrease the weighted average life of such Indebtedness, increase the interest rate beyond reasonable market rates in effect at the time of such renewal, refinancing or extension and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on is not upon terms and conditions not materially otherwise less favorable to such Person than the applicable debtor(s) Indebtedness being renewed, refinanced or at then prevailing market termsextended); (c) intercompany (i) Indebtedness among AWI owing from one Credit Party (other than the Parent) to another Credit Party and its Subsidiaries (ii) Indebtedness owing from the Parent to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated other Credit Parties in right an amount not to exceed $250,000 in the aggregate during the term of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligationsthis Credit Agreement; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases Leases) or Synthetic Leases) hereafter Leases incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, provided ; PROVIDED that (i) the aggregate total of all such Indebtedness for all such Persons (together with the aggregate amount of all Indebtedness outstanding under subsection (f) below) shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, ; (e) obligations under Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisnot for speculative purposes; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued assumed in connection with a Permitted Acquisition (including renewals, refinancing or extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the mineral wool plant located date of such renewal, refinancing or extension) so long as (i) such Indebtedness is not incurred in West Virginia anticipation of or in connection with such Permitted Acquisition and the aggregate total of all such Indebtedness, together with the aggregate amount of any Indebtedness outstanding under subsection (d) above, shall not exceed an aggregate principal amount not to exceed of $35,000,0002,500,000 at any one time outstanding; (g) other unsecured Indebtedness in respect of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, surety or appeal or surety bond or under any performance or completion guarantee or similar obligations entered into bonds in the ordinary course of business; (jh) Securitization the Subordinated Debt; and (i) other unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount (whether fixed or contingent or drawn) not to exceed at any time $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03500,000.

Indebtedness. CreateBorrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or suffer become obligated (directly or indirectly), for any loans or other indebtedness for borrowed money other than the Term Loan, except that Borrower may (i) borrow money from a Person on an unsecured and subordinated basis if a subordination agreement in favor of Agent for the benefit of Lenders and in form and substance satisfactory to exist any Indebtedness, except: Agent in its sole discretion determined in good faith is executed and delivered to Agent relative thereto; (aii) Indebtedness under the Loan Documents; (b) Indebtedness of AWI and maintain its Subsidiaries existing on the date hereof and present indebtedness listed on Schedule 8.03 (11(n) hereto, in each case, together with any refinancing, extension or renewal thereof so long as the principal amount of such indebtedness and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent therefor are not increased or expanded, as applicable; (iii) incur unsecured indebtedness to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person trade creditors 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”; business; (eiv) incur purchase money Indebtedness indebtedness or capitalized lease obligations, which indebtedness or capitalized lease obligations shall, in each instance unless otherwise waived by Agent in its sole discretion, be subject to access and use agreements in form and content acceptable to Agent in its sole discretion (including it being understood and agreed that Borrower shall be required only to use good faith efforts to arrange for any such agreements with respect to any such indebtedness or capitalized lease obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price effect as of the asset(sdate hereof); (v) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount incur operating lease obligations requiring payments not to exceed $35,000,000; 16,000,000 in the aggregate during any Fiscal Year of Borrower; (gvi) other unsecured Indebtedness of the Borrowersindebtedness under swaps, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunderinterest rate management agreements, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default foreign currency or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations commodity hedge agreements entered into in the ordinary course of business; ; (jvii) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; incur financing for the premiums on insurance policies secured by such insurance policies and the proceeds thereof; (kviii) Indebtedness to current or former officersincur First Lien Debt, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case subject to the extent constituting indemnification obligations or obligations in respect terms of purchase price the Intercreditor Agreement; and (including earn-outsix) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness incur indebtedness consisting of (a) the financing guaranties of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations indebtedness described in clauses (ai)-(viii) through hereof (o) above and (q) through (t) below; (q) Indebtedness incurred which guaranties, in the ordinary course case of business in respect of obligations of AWI or any Subsidiary consisting First Lien Debt, shall be subject to the terms of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03Intercreditor Agreement).

Indebtedness. CreateThe Borrowers will not, and will not permit any of their Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness under incurred pursuant to this Loan Agreement and the other Loan Documents; (bii) Indebtedness of AWI the Borrowers or any of their Subsidiaries under Hedging Agreements entered into to protect them against fluctuations in interest rates in respect of Indebtedness otherwise permitted under this Loan Agreement, so long as the entering into of such Hedging Agreements are bona fide hedging activities and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions are not materially less favorable to the applicable debtor(s) or at then prevailing market terms)for speculative purposes; (ciii) intercompany Indebtedness among AWI and its Subsidiaries to of the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI Borrowers or any of its their Subsidiaries which may be deemed to finance the purchaseexist in connection with agreements providing for indemnification, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, adjustments and (iii) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued similar obligations in connection with the mineral wool plant located acquisition or disposition of any business, Subsidiary or assets prior to the Closing Date or in West Virginia in an aggregate principal amount not accordance with the requirements of this Loan Agreement, or from letters of credit, surety bonds or performance bonds securing any obligation of the Borrowers or any such Subsidiary, pursuant to exceed $35,000,000such agreement; (giv) other unsecured Intercompany Indebtedness of the Borrowers, provided that (i) the final maturity date a Borrower or a Subsidiary for so long as such Indebtedness is at least 91 days beyond held by a Borrower or a Wholly-Owned Subsidiary of a Borrower; provided, that (I) unless the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) respective obligor under such Indebtedness will be issued on terms not more onerous intercompany loan reasonably determines that the terms hereofexecution, (iii) no Default delivery and performance of an Intercompany Note is prohibited by, or Event of Default shall exist immediately before or immediately after giving effect theretothat such Intercompany Note would not be enforceable against such obligor under, applicable local law, any such intercompany loan made pursuant to this clause (iv) the Borrowers will shall be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory evidenced by an Intercompany Note or by such other documentation as may be acceptable to the Administrative Agent; , (hII) the proceeds of any such Intercompany Indebtedness acquired or assumed funded by any Borrower to any Wholly-Owned Subsidiary shall be used by such Wholly-Owned Subsidiary solely to pay Permitted Disbursements, and (III) each intercompany loan made pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that this clause (iiv) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver subject to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agentan Intercompany Subordination Agreement; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03.

Indebtedness. CreateThe Credit Parties will not permit any member of the Consolidated Group to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness existing or arising under this Credit Agreement or the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof Closing Date and listed set forth on Schedule 8.03 (8.1 and any renewals, refinancings refinancings, refundings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contractthereof, provided that (i) the amount of such obligations are Indebtedness is not increased at the time of such renewal, refinancing, refundings or extension and (or wereii) entered into by the terms and conditions no less favorable to 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 than such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”existing Indebtedness; (ec) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for the Borrower and its Subsidiaries taken together shall not exceed an aggregate principal amount of $3,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (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; (d) obligations owing under interest rate, commodities and foreign currency exchange protection agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (iiie) at unsecured intercompany Indebtedness owing to another member of the time Consolidated Group (subject, however, to the limitations of and immediately after giving effect to such incurrenceSection 8.6 in the case of the member of the Consolidated Group extending the loan, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basisadvance or credit); (f) secured Funded Debt of the UK Subsidiaries (the "UK Subsidiary Credit Facility") in an aggregate principal amount not to exceed an amount equal to the sum of (i) the UK Borrowing Base minus (ii) the aggregate amount of Investments (including loans and advances) made by the members of the North American Group in the UK Subsidiaries. (g) unsecured Indebtedness evidenced Funded Debt assumed by recovery zone facility bonds issued the Borrower and its Subsidiaries in connection with Acquisitions permitted hereunder; (h) secured Funded Debt of ▇▇▇▇ of All Games, Inc. under the mineral wool plant located in West Virginia floor planning line of credit for Nintendo inventory in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is 5,000,000 at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agenttime outstanding; (i) Indebtedness arising under other unsecured Funded Debt of the Borrower and its Subsidiaries in an aggregate outstanding principal amount of up to $2,000,000 at any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business;time; and (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption Support Obligations of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 Credit Party with respect to reimbursement-type obligations regarding workers compensation claims, provided that upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.038.1.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Consolidated Parties set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI purchase money Indebtedness, Capital Leases (including Capital Leases entered into in connection with any Sale and its Subsidiaries Leaseback Transaction) and Synthetic Leases hereafter incurred by the Consolidated Parties to finance the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right purchase of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, fixed assets provided that (i) the total of all such obligations are (or were) entered into by such Person in the ordinary course Indebtedness shall not exceed an aggregate principal amount 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”; (e) purchase money Indebtedness $15,000,000 at any one time outstanding (including obligations any such Indebtedness referred to in respect of Capital Leases or Synthetic Leasessubsection (b) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that above); (iii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) 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 refinancing, ; (d) obligations of the Consolidated Parties in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (iiie) at the time intercompany Indebtedness arising out of loans and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in advances permitted under Section 8.11 on a Pro Forma Basis8.6; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued obligations of the Consolidated Parties in connection with any Permitted Receivables Financing, to the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000extent such obligations constitute Indebtedness; (g) in addition to the Indebtedness otherwise permitted by this Section 8.1, other unsecured Indebtedness of hereafter incurred by the Borrowers, Consolidated Parties provided that (iA) the final maturity date for loan documentation with respect to such Indebtedness is at least 91 days beyond the final maturity date for shall not contain covenants or default provisions relating to any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less Consolidated Party that are more restrictive than the remaining average weighted life-to-maturity for covenants and default provisions contained in the any Term Loan hereunderCredit Documents, (iiB) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness will be issued on terms not more onerous that and to the terms hereofconcurrent retirement of any other Indebtedness of any Consolidated Party, (iii) no Default or Event of Default shall would exist immediately before or immediately after giving effect thereto, hereunder and (ivC) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount of such Indebtedness shall not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or 20,000,000 at any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03time.

Indebtedness. CreateNeither the Borrower nor any Subsidiary will create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness created under the Loan Documentsthis Agreement; (b) (i) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed set forth on Schedule 8.03 6.01, (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(sii) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for under the purpose Borrower’s Existing Debt Facilities and (iii) Indebtedness of directly mitigating risks associated with liabilitiesMK, commitmentsMK Holding and their respective subsidiaries existing (and permitted under the terms of the Acquisition Agreement to exist) at the time of the consummation of the Acquisition, investments, assets, or property held or reasonably anticipated by such Person, or changes and in each case Refinancing Indebtedness in respect thereof; (c) marketable securities sold under agreements to repurchase entered into in the value ordinary of securities issued by such Person, and not for purposes of speculation or taking a “market view”business; (d) Guarantees incurred in compliance with Section 6.06; (e) Capital Lease Obligations and purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,00025,000,000 at any time outstanding; (kf) Indebtedness (i) moneys due to current or former officerscounterparties under stock loan transactions in respect of marketable securities, directors(ii) liabilities to customers for cash on deposit, managers(iii) liabilities to brokers, consultants dealers and employees clearing organizations relating to the settlement of securities transactions and (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributeesiv) monies due to finance the purchase or redemption of Capital Stock counterparties under interest rate and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Dispositioncredit default swap transactions, in each case under clauses (i) through (iv) arising, or pursuant to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each casetransactions entered into, in the ordinary course of business; (og) Indebtedness of the Borrower or any Subsidiary to the Borrower or any Subsidiary; provided that such Indebtedness shall not have been transferred to any Person other than the Borrower or any Subsidiary; (h) mortgage Indebtedness relating to property of the Borrower or any Subsidiary used for corporate operations in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (i) Guarantees or loans by the Borrower or any Subsidiary (other than a Material Subsidiary) with respect to the activities of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tax Credit Funds, Inc. or any of its subsidiaries in an aggregate principal amount not to exceed the lesser of (i) $300,000,000 and (ii) 10% of Shareholders’ Equity at any time outstanding; (j) Indebtedness related to investments in real estate partnerships owed by variable interest entities of the Borrower in an aggregate principal amount not to exceed the value of associated assets reflected on the Borrower’s balance sheet; (k) Indebtedness incurred in connection with merchant banking activities in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; (l) secured and unsecured extensions of credit to RJA, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ltd./▇▇▇▇▇▇▇ ▇▇▇▇▇ Ltéé., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Argentina Sociedad de Bolsa, S.A. and, following consummation of the Acquisition, MK, in each case used to facilitate the broker-dealer business of the Borrower and the Subsidiaries that do not constitute proceeds of third party loans included in regulatory capital; (m) secured advances owing by AWI RJ Bank to the Federal Home Loan Bank of Atlanta or any Subsidiary a Federal Reserve Bank to provide traditional banking products and services or for liquidity services; (n) Permitted Acquisition Related Financing and Refinancing Indebtedness in respect thereof; (o) other unsecured Indebtedness in respect of letters of creditwhich the Commitments are reduced in accordance with Section 2.06(c) or the Loans are prepaid in accordance with Section 2.08(b), bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrenceas applicable; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred working capital facilities entered into by Foreign Subsidiaries of the Borrower in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate principal amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsto exceed $10,000,000 at any time outstanding; and (tq) Guarantees with respect other unsecured Indebtedness in an aggregate principal amount not to Indebtedness permitted under this Section 8.03exceed $10,000,000 at any time outstanding.

Indebtedness. CreateThe Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI the Borrower and its Subsidiaries existing on the date hereof and listed on set forth in Schedule 8.03 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially no less favorable to the applicable debtor(s) or at then prevailing market termssuch Person than such existing Indebtedness); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI the Borrower or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement purchase of fixed or capital assets, and renewals, refinancings and extensions thereof, assets provided that (i) the total of all such Indebtedness under this clause (c) for all such Persons taken together shall not exceed an aggregate principal amount of $20,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, ; and (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; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness arising out of loans, advances and Guaranty Obligations permitted under Section 8.6; (f) Indebtedness of any Subsidiary of the Borrower that existed at the time such Person became a Subsidiary of the Borrower in connection with a Permitted Acquisition and Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with a Permitted Acquisition; provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition; (ii) the total of all such Indebtedness under this clause (f) for all such Persons taken together shall not exceed an aggregate principal amount of $30,000,000 at any one time outstanding; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) additional unsecured senior Indebtedness or unsecured Subordinated Indebtedness of the Borrower, provided that: (i) both immediately before and immediately after giving effect to such incurrence, AWI will be no Default or Event of Default has occurred and is continuing; (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (and assuming all commitments are fully drawn), the Borrower is in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis8.18 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.1(a) or (b); (fiii) (A) with respect to additional unsecured senior Indebtedness, such Indebtedness evidenced shall have a stated final maturity date not earlier than the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the latest Maturity Date in effect at the time of incurrence of such Indebtedness and (B) with respect to additional unsecured Subordinated Indebtedness, such Indebtedness shall have a stated final maturity date not earlier than the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness and the stated final maturity date of such Indebtedness shall not be subject to any conditions that could result in such stated final maturity date occurring on a date that precedes the date that is at least six months after the latest Maturity Date in effect at the time of incurrence of such Indebtedness; (iv) such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof prior to the latest Maturity Date in effect at the time of incurrence of such Indebtedness; provided that it is understood and agreed that a customary mandatory offer to purchase notes as a result of a change of control or sale of assets provision in a note indenture shall not violate this clause (g)(iv); (v) the Weighted Average Life to Maturity of such Indebtedness shall be no shorter than the longest then remaining Weighted Average Life to Maturity of any Incremental Term Loans then outstanding; and (vi) the terms and conditions of any such Indebtedness shall not taken as whole, be (excluding, for the avoidance of doubt, interest rates, interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) materially more restrictive on the Parent, the Borrower and its Subsidiaries than those under the Credit Documents (when taken as a whole). (h) Guaranty Obligations of the Parent, the Borrower or any of the Subsidiaries of the Parent with respect to any Indebtedness of the Parent or any of its Subsidiaries permitted by recovery zone facility this Section 8.1; (i) to the extent constituting to be Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds issued and completion guarantees and similar obligations not in connection with money borrowed, in each case in the mineral wool plant located ordinary course of business and consistent with past practice; (j) (A) to the extent constituting Indebtedness, obligations under Cash Management Agreements and (B) Indebtedness incurred by the Borrower or any of its Subsidiaries in West Virginia respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management or deposit accounts; (k) Indebtedness under the Cash Collateral Agreement (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness) in an aggregate principal amount not to exceed $35,000,00030,000,000 at any one time outstanding; (gl) other unsecured Indebtedness to the extent that any earn-out payments due under any acquisition agreement by any Consolidated Party (the “Earn-Out Liabilities”) constitute “the deferred purchase price of Property or services purchased by such Person” pursuant to clause (d) of the Borrowersdefinition of Indebtedness, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for Earn-Out Liabilities with respect to any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentPermitted Acquisition; (hm) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee representing deferred compensation or similar obligations entered into to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business; (j) Securitization Indebtedness in an aggregate principal amount not to exceed $150,000,000; (k) Indebtedness to current or former officers, directors, managers, consultants business and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06; (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of businessconsistent with past practice; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, agreements in the ordinary course of business;; and (o) other secured Indebtedness incurred by AWI of the Borrower or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign its Subsidiaries of AWI in an aggregate principal amount not in excess to exceed the greater of five percent (5.0%) $50,000,000 or 2.5% of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03Total Assets at any one time outstanding.

Indebtedness. CreateNone of the Loan Parties shall create, incur, assume guarantee or be or remain liable for, contingently or otherwise, or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documentsthis Agreement; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Borrower incurred in the ordinary course of business for with respect to customer deposits, trade payables and other unsecured current Liabilities not the purpose result of directly mitigating risks associated with liabilitiesborrowing and not evidenced by any note or other evidence of Indebtedness; (c) Indebtedness under the Note Purchase Agreement; (d) Purchase money Indebtedness of Borrower and Indebtedness consisting of Capital Leases, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Personaggregate, and not for purposes of speculation or taking a “market view”to exceed $2,500,000 at any time outstanding; (e) purchase money Intercompany Indebtedness (between the Loan Parties, including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of between Parent and its Subsidiaries to finance (which, for the purchasesake of clarification, acquisition, construction, repair, replacement or improvement do not include trade payables incurred in the ordinary course of fixed or capital assets, and renewals, refinancings and extensions thereofbusiness), provided that (i) such the aggregate outstanding amount of Intercompany Indebtedness when incurred owing at any time by Subsidiaries that are not Loan Parties to Loan Parties shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis$7,500,000; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with to shareholders of Parent from share repurchases and redemptions under the mineral wool plant located in West Virginia in an aggregate principal amount Stockholders Agreement not to exceed $35,000,000250,000 in the aggregate in any Fiscal Year; (g) other unsecured Other Indebtedness of Loan Parties in the Borrowers, aggregate at any time outstanding of $1,000,000; provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond unsecured and/or subordinated to the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued under this Agreement on terms not more onerous that the terms hereof, (iii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a of Borrower listed on the Permitted Acquisition, including such Indebtedness that was incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative AgentSchedule attached hereto as Schedule 5.2(A); (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into incurred in connection with the ordinary course financing of businessLoan Parties' insurance premiums; (j) Securitization Indebtedness incurred in an aggregate principal amount connection with Interest Rate Protection Agreements, in all cases not for speculative purposes, not to exceed in the aggregate a maximum potential Liability for the termination of such any and all such agreements, of $150,000,0007,500,000 at any time outstanding; (k) Indebtedness incurred in connection with the purchase, financing or refinancing of real property, not to current or former officers, directors, managers, consultants and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance exceed the purchase or redemption sum of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06;$5,000,000 in the aggregate at any time outstanding; and (l) Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) obligations under any Treasury Management Agreement lease which is accounted for by the lessee as an operating lease and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in under which the ordinary course of business; (n) Indebtedness consisting of (a) lessee is intended to be the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred in the ordinary course of business in respect of obligations of AWI or any Subsidiary consisting "owner" of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness under a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assets; and (t) Guarantees with respect to Indebtedness permitted under this Section 8.03leased property for Federal income tax purposes.

Indebtedness. CreateFurniture Brands will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness under incurred pursuant to this Agreement and the Loan other Credit Documents; (b) Indebtedness of AWI and its Subsidiaries existing on the date hereof and listed on Schedule 8.03 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the applicable debtor(s) or at then prevailing market terms); (c) intercompany Indebtedness among AWI and its Subsidiaries to the extent permitted under Section 8.02; provided that, if secured, any such Indebtedness shall be expressly subordinated in right of payment to the Obligations, and if evidenced by an intercompany note, such note shall be pledged to the Collateral Agent to secure the Obligations; (d) obligations (contingent or otherwise) of AWI or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by AWI or any of its Subsidiaries to finance the purchase, acquisition, construction, repair, replacement or improvement of fixed or capital assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) 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) at the time of and immediately after giving effect to such incurrence, AWI will be in compliance with the financial covenants in Section 8.11 on a Pro Forma Basis; (f) unsecured Indebtedness evidenced by recovery zone facility bonds issued in connection with the mineral wool plant located in West Virginia in an aggregate principal amount not to exceed $35,000,000; (g) other unsecured Indebtedness of the Borrowers, provided that (i) the final maturity date for such Indebtedness is at least 91 days beyond the final maturity date for any Term Loan hereunder and an average weighted life-to-maturity from the date of issuance not less than the remaining average weighted life-to-maturity for the any Term Loan hereunder, (ii) such Indebtedness will be issued on terms not more onerous that the terms hereof, (iii) so long as no Default or Event of Default then exists or would result therefrom, Permitted Indebtedness shall exist immediately before be permitted on terms and conditions set forth in the definition of Permitted Indebtedness; (iii) Indebtedness outstanding on the Effective Date shall be permitted to the extent the same is listed on Schedule VII, together with any refinancings or immediately after giving effect theretorenewals thereof, in each case so long as no additional obligors or guarantors, or security, is provided in connection with the respective such renewal or refinancing and so long as the principal amount is not increased as a result thereof; (iv) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis accrued expenses and (v) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (h) Indebtedness acquired or assumed pursuant to a Permitted Acquisition, including such Indebtedness that was current trade accounts payable incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto, (ii) the Borrowers will be in compliance with the financial covenants under Section 8.11 after giving effect thereto on Pro Forma Basis and (iii) the Borrowers shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising under any performance, bid, appeal or surety bond or under any performance or completion guarantee or similar obligations entered into in the ordinary course of business; (jv) Securitization Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.03 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (vi) Indebtedness of the Borrowers and their Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.01(v), and Indebtedness secured by Liens permitted under Section 9.01(vi); provided that in an no event shall the aggregate principal amount not to of Capitalized Lease Obligations and other Indebtedness permitted by this clause (vi) exceed $150,000,00020,000,000; (kvii) Indebtedness under Currency Hedging Agreements so long as (i) any such Currency Hedging Agreement is reasonably related to current income (in currencies other than Dollars) derived from foreign operations of the Borrowers or former officers, directors, managers, consultants and employees any Subsidiary (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees any Foreign Sales Corporation) or distributeesotherwise related to purchases (in currencies other than Dollars) permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to finance $15,000,000 in the purchase or redemption of Capital Stock and Capital Stock Equivalents of AWI or its Subsidiaries permitted by Section 8.06aggregate at any one time; (lviii) intercompany Indebtedness incurred by AWI or any of its Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to among the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustmentsBorrowers and their Subsidiaries; (mix) obligations Indebtedness of a Subsidiary existing at the time of acquisition thereof by Furniture Brands or a Subsidiary thereof (or Indebtedness assumed at the time of such an acquisition of an asset securing such Indebtedness), provided that (a) such Indebtedness was not incurred in connection with, or in contemplation of, such acquisition and (b) any Lien securing such Indebtedness is permitted under any Treasury Management Agreement and other Section 9.01(vii); (x) Indebtedness in respect of netting servicesbid, automatic clearinghouse arrangementsperformance, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; (n) Indebtedness consisting of (a) the financing of insurance premiums advance payment or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by AWI or any Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts 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 upon the drawing of such letter of credit, the reimbursement of obligations in respect of bankers’ acceptances and the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing, reimbursement obligation or incurrence; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (t) below; (q) Indebtedness incurred surety bonds entered into in the ordinary course of business consistent with past practices; (xi) Contingent Obligations (a) of the Borrowers or any of their Subsidiaries as a guarantor of the lessee under any lease pursuant to which the Borrowers or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (b) of Furniture Brands constituting guarantees by Furniture Brands of trade payables owing by its Subsidiaries in respect their ordinary course of obligations business, (c) of AWI Furniture Brands and/or Thomasville consisting of guarantees (with the maximum amount guaranteed at any time pursuant to this clause (c) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws referred to in Section 9.01(xiii)(y) and (d) of the Borrowers or any Subsidiary consisting as a guarantor of the deferred purchase price of goods or services or progress payments in connection with such goods and services; (r) Indebtedness lessee under any lease pursuant to which a Sale and Leaseback Transaction of AWI’s corporate headquarters in Lancaster, Pennsylvania; (s) Indebtedness of Foreign Subsidiaries of AWI third party is the lessee in an aggregate amount not in excess of five percent (5.0%) of Consolidated Foreign Assetsto exceed $135,000,000; and (txii) Guarantees with respect Contingent Obligations of Furniture Brands pursuant to Indebtedness permitted under this Section 8.03the Tax Sharing Agreements.