Common use of Indebtedness Clause in Contracts

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Lessee shall not incur Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): other than: (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not of up to exceed the greater of (A) $5,000,000; provided5,000,000 and (B) an amount equal to one percent (1%) of the sum of, howeverwithout duplication, (x) the total amount of the Consolidated Net Plant of Lessee, plus (y) the total amount of Leased Consolidated Net Plant of Lessee, in the each case of any dispositionon a senior secured basis, the maximum (ii) Indebtedness in an aggregate 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) up to the extent constituting Indebtedness, indemnification obligations greater of (A) $10,000,000 and other similar obligations (including advancement of expensesB) an amount equal to one-and-a-half percent (1.5%) of the Borrower or any of its Subsidiaries in favor of directorssum of, officerswithout duplication, employees, consultants or agents (x) the total amount of the Borrower or any Consolidated Net Plant of its Subsidiaries extended Lessee, plus (y) the total amount of Leased Consolidated Net Plant of Lessee, in each case on an unsecured subordinated basis on terms substantially similar to the ordinary course of business terms set forth on Exhibit C and (iii) loans, in an aggregate principal amount not to exceed $1,000,000 10,000,000 at any time outstanding; and (xviii) additional Indebtedness , made by InfraREIT Partners, LP or a subsidiary thereof to Lessee from time to time for the purpose of the Borrower or Indebtedness financing capital expenditures. For purposes of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through and (xviiii) above) of the preceding sentence, any Consolidated Qualified Lessees of Lessee will be treated as Lessee. In addition to the foregoing, Lessee shall cause its subsidiaries not to incur Indebtedness in an aggregate principal amount and/or liquidation preference greater than the product of (x) Lessee’s aggregate Consolidated Net Plant multiplied by (y) the lesser of (A) the sum of Lessee’s then-current PUCT-regulated debt-to-equity ratio (expressed as a percentage) and five percent (5%) or (B) sixty-five percent (65%); provided, however, that such Indebtedness must be Non-Recourse Debt to Lessee. For purposes of this Section 4.7, Lessee’s Consolidated Net Plant will be derived from its most recently prepared consolidated balance sheet, prepared in accordance with GAAP but adjusted to reverse the effects of failed sale-leaseback accounting in a manner reasonably determined by Lessee in good faith. Without limiting the amount of Indebtedness permitted by the foregoing, Lessee may also incur Indebtedness (x) in the form of a pledge of equity interests in a subsidiary of Lessee as security for Non-Recourse Debt of such Preferred Stock outstanding at any time not to exceed $5,000,000subsidiary and (y) in amounts otherwise permitted under the Debt Agreements.

Indebtedness. No Joint Venture Entity, Wholly Owned Entity or Subsidiary shall have at Closing any indebtedness for borrowed money (aincluding any intercompany indebtedness) Createevidenced by a written agreement, incurnote or similar instrument, assume other than the indebtedness identified in Schedule 3.2(i) or suffer to exist (for purposes of as further set forth in this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):3.2(i). (i) Indebtedness outstanding on Schedule 3.2(i)(i) sets forth a true and complete list of all the Affiliate Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Affiliate Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Affiliate Loan Documents. Seller is the holder of the Affiliate Loan, free and clear of all liens, encumbrances, pledges, and security interests of any kind. To Seller’s Knowledge, Schedule 3.2(i)(i) sets forth, as of the date hereof specified therein, the outstanding principal balance, the amount of accrued and listed on Schedule 7.02 (provided that unpaid interest, any Indebtedness incurred under other amounts due and payable by the Existing ABL Facility shall be deemed borrower to be incurred pursuant the lender with respect to Section 7.02(a)(ii) the Affiliate Loan, and not this Section 7.02(a)(i));the amounts of any reserves held by the lender thereunder. (ii) (ASchedule 3.2(i)(ii) Obligations arising in connection with sets forth a true and complete list of all the Credit Facilities (but excluding Obligations owed under this Agreement or any other Elan Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and Bank Product Agreements (collectivelycomplete copies of the Elan Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Elan Loan Documents. Schedule 3.2(i)(ii) sets forth, as of the date specified therein, the “ABL Obligations”); provided that outstanding principal balance and the Aggregate Principal Amount amount of accrued and unpaid interest due and payable by the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed borrower to the ABL CapElan Lender with respect to the Elan Loan, 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 amounts of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled to reserves held by 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;Elan Lender thereunder. (iii) Indebtedness owed Schedule 3.2(i)(iii) sets forth a true and complete list of all the Miramonte Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Miramonte Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Borrower or any Miramonte Loan Documents. Schedule 3.2(i)(iii) sets forth, as of its Subsidiaries evidenced the date specified therein, the outstanding principal balance and the amount of accrued and unpaid interest due and payable by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment borrower to the Term LoansMiramonte Lender with respect to the Miramonte Loan, in and the case amounts of any reserves held by the Borrower, or the Subsidiary Guaranty, in the case Miramonte Lender thereunder. Table of a Subsidiary;Contents (iv) Guarantees Schedule 3.2(i)(iv) sets forth a true and complete list of all the loan documents with respect to the Joint Venture Property known as “Juniper Ridge” (the “Juniper Ridge Loan Documents”), and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Term Loans and Guarantees Juniper Ridge Loan Documents. Seller has not delivered or received any written notice of Indebtedness default that remains uncured pursuant to the Juniper Ridge Loan Documents. Schedule 3.2(i)(iv) sets forth, as of the Borrower or any Subsidiary date specified therein, the outstanding principal balance and the amount of accrued and unpaid interest due and payable by the Borrower or borrower to the lender with respect to the Juniper Ridge Loan Documents, and the amounts of any Subsidiary; provided that such Indebtedness is permitted reserves held by and made in accordance with this Section 7.02;the lender thereunder. (v) Indebtedness arising from Schedule 3.2(i)(v) sets forth a true and complete list of all the honoring by a bank loan documents with respect to the Joint Venture Property known as “▇▇▇▇▇▇’▇ Preserve” (the “▇▇▇▇▇▇’▇ Preserve Loan Documents”), and Seller has delivered to Buyer (or other financial institution of a check, draft or similar instrument inadvertently (except made available to Buyer in the case of daylight overdraftsData Room Website) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, true 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 purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions complete copies of the Capital Stock ▇▇▇▇▇▇’▇ Preserve Loan Documents. Seller has not delivered or received any written notice of a Person default 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into remains uncured pursuant to the last proviso in Section 7.02(a)(ii); ▇▇▇▇▇▇’▇ Preserve Loan Documents. Schedule 3.2(i)(iv) sets forth, as of the date specified therein, the outstanding principal balance and (B) Indebtedness comprised the amount of unsecured Obligations in respect of Hedging Agreements, in each case accrued and unpaid interest due and payable by the borrower 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 lender with respect to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) ▇▇▇▇▇▇’▇ Preserve Loan Documents, and 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 amounts 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 reserves held 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000lender thereunder.

Indebtedness. Incur, create or assume any Indebtedness, except: (a) Create, incur, assume Indebtedness under the Loan Documents; (b) other Indebtedness; provided that (i) no Event of Default shall have occurred and be continuing and (ii) after giving effect thereto on a Pro Forma Basis as if such incurrence had occurred on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoingb), the Borrower shall be in compliance with Sections 6.10 and 6.11; (c) the Senior Notes and any Subsidiary Permitted Refinancing Indebtedness thereof; (except as specified belowd) may incur(x) Indebtedness of ▇▇▇▇▇▇ and its subsidiaries to the extent such Indebtedness is outstanding on the Third Amendment Effective Date and, for each individual obligation in excess of $10 million, listed on Schedule 6.02(d), and (y) any Permitted Refinancing Indebtedness of any such Indebtedness (other than the ▇▇▇▇▇▇ 3.25% Convertible Notes); (e) any Permitted Refinancing Indebtedness of Indebtedness listed on Schedule 6.02(e); (i) Permitted Notes in an aggregate principal amount, when aggregated with the amount of Additional Term Loans and Additional Revolving Facility Commitments outstanding pursuant to Section 2.20, not to exceed $1,250 million; provided that this limitation shall be increased by $750 million if, at the time of such incurrence, after giving effect on a Pro Forma Basis to such incurrence and to the incurrence of any Additional Term Loans and any Additional Revolving Facility Commitments (as if they were fully drawn on the first day of the most recent period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.04(a) or (b)) as if such incurrence had occurred on such day, the Senior Secured Leverage Ratio shall not be in excess of 1.00 to 1.00; provided further that the full amount of Indebtedness incurred pursuant to this clause (i) would have been permitted to be incurred under Section 2.20; (ii) Permitted Notes in excess of the amount permitted under the foregoing clause (ai), the Net Cash Proceeds of which are applied to the permanent repayment of Term Loans pursuant to Section 2.11; (iii) will not prohibit the incurrence of, each and all Permitted Notes in excess of the following amount permitted under the foregoing clause (i), subject to the proviso in Section 2.20(a)(iii); and (iv) in the case of Permitted Notes incurred under any of the foregoing clauses (i), (ii) through and (xviiiiii), Permitted Refinancing Indebtedness in respect thereof; (g) comprising Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party (the “Subordinated Intercompany Debt”) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (h) Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money Indebtedness or other Indebtedness or preferred stock, or synthetic lease obligations with respect to assets of the Borrower or any Restricted Subsidiary and any Permitted Debt” Refinancing Indebtedness thereof; provided that the initial Indebtedness is incurred within 270 days after the acquisition, construction, lease, installation or improvement of such assets; provided, further, that, in the case of any such Indebtedness, such Indebtedness may only be incurred to the extent that the aggregate principal amount outstanding of such Indebtedness and all other Indebtedness incurred under this Section 6.02(h) on or after the Third Amendment Effective Date shall not exceed the greater of $500 million and 5% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.04(a) or (b); (i) Capital Lease Obligations incurred by the Borrower or any Restricted Subsidiary in respect of any Sale and Lease-Back Transaction that is permitted under Section 6.05; (j) (x) (i) Indebtedness of a Restricted Subsidiary acquired after the Third Amendment Effective Date or a corporation merged into or consolidated with the Borrower or any Restricted Subsidiary after the Third Amendment Effective Date, (ii) Indebtedness incurred to finance the acquisition of a Restricted Subsidiary after the Third Amendment Effective Date or a corporation merged into or consolidated with the Borrower or any Restricted Subsidiary after the Third Amendment Effective Date and (iii) Indebtedness assumed or incurred in connection with the acquisition of assets, where such acquisition, merger or consolidation is permitted by the Agreement, and (y) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, at any time prior to the occurrence of a Ratings Event, the aggregate principal amount outstanding of Indebtedness incurred under this Section 6.02(j) on or after the Third Amendment Effective Date shall not exceed the greater of $1,500 million and 15% of Consolidated Tangible Assets as of the end of the fiscal quarter immediately prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.04(a) or (b); (k) Guarantees of any Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; (l) Indebtedness in connection with Permitted Receivables Financings; (m) Indebtedness of the Borrower and any Subsidiary):the Restricted Subsidiaries pursuant to Swap Agreements permitted by Section 6.12; (in) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 standby letters of credit or bank guarantees (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred other than Letters of Credit issued pursuant to Section 7.02(a)(ii2.05) and securing Indebtedness having an aggregate face amount not this Section 7.02(a)(i))in excess of $100 million; (iio) (A) Obligations arising Indebtedness supported by a Letter of Credit, or a letter of credit permitted by Section 6.02(n), 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 a principal amount outstanding not in excess of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed the ABL Cap, and (B) Obligations stated amount of the Loan Parties under the Loan Documents; provided that (1) any Hedging Agreement such Letter of Credit or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) the Aggregate Principal Amount such letter 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 pricescredit; (iiip) Guarantees of Indebtedness owed to of contractors and suppliers of the Borrower or any of the Restricted Subsidiaries or of persons who are not Affiliates of the Borrower and with whom the Borrower or any of its Restricted Subsidiaries evidenced by has an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated existing business relationship in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose support of financing or bonding arrangements for 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 contractors or suppliers or such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary other person in connection with such disposition; (xiv) guarantees in the ordinary course of business of relationship; provided that 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 the 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 pursuant to this Section 6.02(p) shall not to exceed $1,000,000 50 million at any time outstanding; (q) Indebtedness relating to the financing of insurance policy premiums; provided that (i) such insurance is for the benefit of the Loan Parties and (ii) the aggregate principal amount outstanding of Indebtedness permitted by this Section 6.02(q) shall not exceed $100 million at any time; and (xviiir) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to contingent interest on Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not pursuant to exceed $5,000,000this Section 6.02.

Indebtedness. (a) CreateSuch Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist (for purposes of this Section 7.02any Indebtedness, collectivelywhether directly or indirectly, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):Obligations; (ib) Indebtedness owing under the Class B Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $69,095,709 and the amount of interest thereon compounded and added to the principal thereof, and Indebtedness under the Fee Letter (as defined in the Class B Loan Documents); (c) Indebtedness owing under the Second Lien Note Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $130,000,000 and the amount of interest thereon compounded and added to the principal thereof; provided further that any such replacement Indebtedness shall be subject to an intercreditor agreement in form and substance satisfactory to the Lenders and shall mature after the Stated Maturity Date; (d) Indebtedness existing on the date hereof and listed set forth in Schedule 9.01; provided that, in each case, such Indebtedness is subordinated to the Obligations on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed terms satisfactory to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Majority Lenders; (iie) accounts payable to trade creditors for goods and services and current operating liabilities (Anot the result of the borrowing of money) Obligations arising incurred in connection with the Credit Facilities (but excluding Obligations owed under this Agreement ordinary course of such Obligor’s or any other Loan Documents) of its Subsidiaries’ business in accordance with customary terms and Bank Product Agreements (collectivelypaid within the specified time, 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, unless contested in good faith by appropriate proceedings 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 reserved for the purpose of hedging commodity pricesin accordance with GAAP; (iiif) Indebtedness owed to the Borrower consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (viig) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued of any Obligor 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000other Obligor; (viiih) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance Guarantees by any Obligor of the Borrower’s Subsidiaries to the Borrower or to Indebtedness of 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, Obligor in an aggregate principal amount not exceeding $1,000,000 (or the Equivalent Amount in other currencies) at any time outstanding not to exceed $5,000,000time; (i) normal course of business equipment financing; provided, however, in the case of any dispositionprovided that (i) if secured, the maximum collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $2,000,000 (or the gross cash proceeds actually received by Equivalent Amount in other currencies) at any time; (j) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, adjustment of purchase price or similar obligations (including for the Borrower deferred purchase price of property acquired in a Permitted Acquisition), or a Subsidiary (ii) under guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Obligor or any of its Subsidiaries, in each case, in connection with such dispositiontransactions permitted under Section 9.03(e); (xivk) guarantees contingent obligations with respect to performance guaranties and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers Obligors and licenseestheir Subsidiaries; (xvl) obligations in respect of netting services, overdraft protections and other similar cash management products for deposit accounts; (m) unsecured Indebtedness of any Obligor not otherwise described in this Section 9.01, in an aggregate amount not to exceed at any time $5,000,000; provided that Borrower shall give the Lenders written notice prior to the incurrence by the of any such Indebtedness under this Section 9.01(m) owing to any director or executive officer of 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 $1,000,000 at any time outstandingAffiliates; and (xviiin) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued approved in advance in writing by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000Majority Lenders.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through the Secured Obligations, (xviiiii) comprising the “Permitted Debt” Indebtedness (including Guarantees thereof) in respect of the Borrower and any Subsidiary): (i) Indebtedness Senior Notes in an aggregate principal amount not to exceed the amount outstanding on the date hereof Third Amendment Effective Date and listed on Schedule 7.02 Permitted Refinancing thereof, (provided that iii) Guarantee Obligations in respect of any Indebtedness permitted to be incurred under any VIE Credit Agreements and (iv) Guarantee Obligations in an aggregate principal amount not to exceed $25,000,000 in respect of all Shared Services Party Credit Facilities (other than the Existing ABL Facility VIE Credit Agreements); (b) Indebtedness of any Covenant Entity, so long as (A) no Event of Default shall have occurred and be deemed continuing after the incurrence thereof, (B)(1) if such Indebtedness is secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (3) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (C) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (C), such Indebtedness has a final maturity date equal to or later than (or, with respect to Indebtedness incurred pursuant to clause (2) or (3) above, 180 days after) the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loans, (D) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, (E) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 (iib) and Section 7.02(g) shall not exceed the ABL Capgreater of (1) $75,000,000 and (2) 10.0% of the Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (B) Obligations of the Loan Parties under the Loan Documents; provided that (1y) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; related Specified Transaction) at the time of incurrence, (2F) the Aggregate Principal Amount terms and conditions of such Indebtedness (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on the date of issuance as reasonably determined by the Borrower and (G) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are more onerous than or on a more than pro rata basis than those contained in this Agreement on the date of issuance with respect to Term B Loans (other than customary bridge facilities, change of control offer or AHYDO catchup payments); (c) obligations of any such Obligations Covenant Entity (contingent or otherwise) existing or arising under any Hedging Agreement Swap Contract, provided that such obligations are (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 (3were) Secured Hedge Agreements shall be limited to those incurred entered into by such Person for the purpose of hedging commodity pricesdirectly mitigating risks associated with fluctuations in interest rates or foreign exchange rates; (iiid) Guarantee Obligations of any Covenant Entity in respect of Indebtedness owed to the Borrower or of any of its Subsidiaries evidenced by an unsubordinated promissory noteother Covenant Entity otherwise permitted hereunder; provided that any Guarantee Obligation of a Loan Party in respect of Indebtedness of a Non-Loan Party shall be permitted to the extent it constitutes an Investment permitted under Section 7.03 hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, if the Borrower or any Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guaranties of its Subsidiaries is the obligor Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (ive) Guarantees of the Term Loans and Guarantees of Indebtedness of any Covenant Entity owing to any other Covenant Entity to the Borrower extent constituting an Investment permitted by Section 7.03 (other than Section 7.03(f)); provided that all such Indebtedness incurred following the Closing Date of any Covenant Entity that is a Loan Party owed to any other Covenant Entity that is not a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of any Covenant Entity financing the acquisition, construction, repair, replacement or any Subsidiary by the Borrower improvement of fixed or any Subsidiary; capital assets (provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness of any Covenant Entity incurred to refinance the Indebtedness set forth in the immediately preceding clauses (i) and (ii) so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02; provided that the aggregate principal amount of Indebtedness incurred by and made in accordance with the Covenant Entities under this Section 7.027.02(f) and any refinancing Indebtedness in respect thereof does not exceed the greater of (a) $275,000,000 and (b) 27.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) at the time of incurrence thereof; (vg) (i) Indebtedness arising from the honoring by of any Covenant Entity (A) incurred to finance a bank Permitted Acquisition or other financial institution permitted Investment or (B) assumed in connection with any Permitted Acquisition or other permitted Investment; provided that (1) no Default or Event of a checkDefault shall have occurred and be continuing both before and after the incurrence or assumption of such Indebtedness, draft or similar instrument inadvertently (except provided, further, that in the case of daylight overdraftsIndebtedness incurred to finance a Limited Condition Acquisition, at the Borrower’s option, such Default or Event of Default may be tested in accordance with Section 1.08, (2) drawn against insufficient funds in the ordinary course of business; provided, however, that (x) if such Indebtedness is extinguished within five secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (y) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (z) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (3) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to this clause (g) and Section 7.02(b) shall not exceed the greater of (x) $75,000,000 and (y) 10.0% of the Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) at the time of incurrence, (4) with respect to Indebtedness assumed in connection with any Permitted Acquisition or other permitted Investment, such Indebtedness was not incurred in contemplation of such Permitted Acquisition or permitted Investment; provided that for the avoidance of doubt, such Indebtedness shall otherwise comply with clauses (1) - (3) above and (5) Business Days with respect to Indebtedness incurred in connection with any Permitted Acquisition or other permitted Investment, (A) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (A), such Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loans (B) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be guaranteed at any time by a Person that is not a Guarantor, (C) the terms and conditions of incurrencesuch Indebtedness (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on the date of issuance as reasonably determined by the Borrower and (D) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are more onerous than or on a more than pro rata basis than those contained in this Agreement on the date of issuance with respect to Term B Loans (other than customary bridge facilities, change of control offer or AHYDO catchup payments); and (ii) any Permitted Refinancing of Indebtedness permitted by (and subject to the proviso of) the preceding clause (i); (vih) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ any Covenant Entity representing deferred compensation claims, surety to employees of any Covenant Entity (or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereofNexstar Media) incurred in the ordinary course of business; (viii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsof any Covenant Entity to the current or former officers, mortgage financings directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses of any Covenant Entity to finance the cost purchase or redemption of Equity Interests of Nexstar Media, in each case as permitted by Section 7.09(e); (including the cost of improvement j) Indebtedness incurred by any Covenant Entity in a Permitted Acquisition, any other Investment or construction) to acquire real Sharing Arrangement with a Strategic Shared Services Party expressly permitted hereunder or personal propertyany Disposition, plant or equipment (including acquisitions of the Capital Stock of a Person that becomes a Subsidiary, in each case to the extent constituting indemnification obligations or obligations in respect of the Fair Market Value of the real purchase price (including earn-outs) 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000other similar adjustments; (viii) [Intentionally Omitted] (ixk) Indebtedness consisting of obligations of any Covenant Entity under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment or Sharing Arrangement with a Strategic Shared Services Party expressly permitted hereunder; (Al) Cash Management Obligations and other Indebtedness of any Covenant Entity in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course; (m) Indebtedness of any Covenant Entity consisting of (i) the financing of insurance premiums in the ordinary course of business or (Bii) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case incurred in the ordinary course of business; (An) Indebtedness comprised of secured Obligations incurred by any Covenant Entity 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 letters of unsecured Obligations in respect of Hedging Agreementscredit, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection bank guarantees, banker’s acceptances, warehouse receipts or similar transactions 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; (xiio) the issuance obligations of any Covenant Entity in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any Covenant Entity or obligations in respect of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries letters of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnificationcredit, adjustment of purchase price, earn outs bank guarantees or similar obligationsinstruments related thereto, 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 licenseesor consistent with past practice; (xvp) the incurrence Indebtedness of any Covenant Entity supported by the Borrower or any a letter 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 credit otherwise permitted by this Agreement to be incurred under clause (i); (xvi) [Intentionally omitted]; (xvii) pursuant to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries this Section 7.02 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 a principal amount not to exceed $1,000,000 at any time outstanding; andthe face amount of such letter of credit; (xviiiq) additional Indebtedness in respect of Permitted Debt Exchange Notes incurred pursuant to a Permitted Debt Exchange in accordance with Section 2.18 and any Permitted Refinancing thereof; (r) Indebtedness incurred by a Non-Loan Party, and guaranties thereof by any Non-Loan Party, in an aggregate outstanding principal amount for all such Non-Loan Parties not to exceed the greater of (a) $50,000,000 and (b) 10.0% of Consolidated EBITDA (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) at the time of incurrence thereof; provided that, if secured, such Indebtedness is secured by Liens on the assets of the Borrower or Covenant Entities that are not Loan Parties (and not on the Collateral); (s) Indebtedness existing on the Closing Date and listed on Schedule 7.02(s) (the “Surviving Indebtedness”) and any Permitted Refinancing thereof; (t) so long as no Default shall have occurred and be continuing immediately before and after the incurrence thereof, but subject to the terms of or Preferred Stock issued by any Subsidiary (in addition Section 2.05 with respect to Indebtedness permitted under clauses the occurrence of a Repricing Transaction, (i) through Indebtedness (xviiin the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) aboveof any Covenant Entity to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.05(b)(iii); provided that (A) in an aggregate principal amount and/or liquidation preference such Indebtedness shall not mature earlier than the Maturity Date with respect to the relevant tranche of Term Loans being refinanced, (B) as of the date of the incurrence of such Preferred Stock outstanding at any time Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the remaining Term Loans being refinanced, (C) no Covenant Entity is a borrower or guarantor with respect to exceed $5,000,000.such Indebtedness unless such Covenant Entity shall have previously or substantially

Indebtedness. The Borrower will not permit any Subsidiary to create, incur or assume any Indebtedness, except: (a) Create, incur, assume or suffer to exist (for purposes Indebtedness of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Person that becomes a Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising Borrower, to the “Permitted Debt” extent such Indebtedness is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof and Indebtedness refinancing (but not increasing) such Indebtedness, and Indebtedness assumed by any Subsidiary):Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests of a Person) of another Person and Indebtedness refinancing (but not increasing) such Indebtedness, provided that at the time of and after giving effect to the incurrence or assumption of such Indebtedness or refinancing Indebtedness and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred or assumed pursuant to this Section 6.01(a), and then outstanding, shall not exceed 75% of Consolidated EBITDA for the period of four full fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; further provided, however, Indebtedness assumed in connection with the acquisition of equity interests in Seminole Pipeline Company, a Delaware corporation, shall be included as Indebtedness assumed pursuant to this Section 6.01(a); (ib) Indebtedness outstanding of the Subsidiaries not otherwise permitted by this Section 6.01, provided that at the time of and after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred pursuant to this Section 6.01(b), and then outstanding, shall not exceed 25% of Consolidated EBITDA for the period of four fiscal quarters of the Borrower and the Subsidiaries then most recently ended; (c) Indebtedness of Project Finance Subsidiaries; (d) intercompany Indebtedness; (e) Indebtedness existing on the date hereof and listed set forth on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i));6.01; and (iif) (A) Obligations arising other unsecured Indebtedness 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 an aggregate principal amount 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 exceeding $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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from 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 businesstime outstanding; provided, however, that such no Subsidiary (other than a Project Finance Subsidiary) shall create, incur or assume any Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms provision of this AgreementSection 6.01 if an Event of Default shall have occurred and be continuing or would result from such creation, other than Indebtedness incurrence 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000assumption.

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, except: (a) the Obligations and the Nexstar Obligations; (i) second lien secured Indebtedness of the Borrower, so long as (A) after giving Pro Forma Effect to the incurrence of such Indebtedness and any related Specified Transaction, no Default has occurred and is continuing, (B) the Consolidated Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and any related Specified Transaction) is not greater than 5.50 to1.00 as of the end of the most recent Test Period, (C) such Indebtedness has a final maturity date equal to or later than 180 days after the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Term B-2 Loans, and (D) the terms and conditions of such Indebtedness reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement on the date of issuance with respect to the Mission Entities (except for purposes covenants applicable only to the period after the Maturity Date of the Term B-2 Loans) (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)); and (ii) any Permitted Refinancing thereof; (c) obligations of the Borrower and its Restricted Subsidiaries (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates; (d) Guarantee Obligations of the Mission Entities in respect of Indebtedness of any Loan Party otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, collectivelyif the Indebtedness being guaranteed is subordinated to the Obligations, “incur”such Guarantee Obligation shall be subordinated to the Guaranties of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of any Mission Entity owing to any Mission Entity to the extent constituting an Investment permitted by Section 7.03 (other than Section 7.03(f)); provided that all such Indebtedness incurred following the Closing Date of any Loan Party or any Restricted Subsidiary of a Loan Party owed to any Person that is not a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Mission Entities financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness or issue any Preferred Stock. Notwithstanding incurred to refinance the foregoing, Indebtedness set forth in the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (immediately preceding clauses (i) through and (xviiiii) comprising so long as the “Permitted Debt” principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Borrower Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02; provided that the aggregate principal amount of Indebtedness incurred by the Mission Entities under this Section 7.02(f) together with the aggregate principal amount of Indebtedness incurred by the Nexstar Entities under Section 7.02(f) of the Nexstar Credit Agreement and any Subsidiary):refinancing Indebtedness in respect of either thereof does not exceed the greater of (a) $25,000,000 and (b) 2.0% of Total Assets at the time of incurrence thereof; (g) (i) Indebtedness outstanding on of the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising Mission Entities assumed 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 DocumentsPermitted Acquisition; provided that (1A) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (B) the only obligors with respect to any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted Indebtedness incurred pursuant to Section 7.15; this clause (2g) 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 Persons who were obligors of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment prior to the Term Loans, in the case of the Borrower, such Permitted Acquisition (or the Subsidiary Guaranty, in the case of a Subsidiary; purchase of assets, the purchaser of such assets), and (ivC) Guarantees of the Term Loans both immediately before and Guarantees of Indebtedness of the Borrower or immediately after giving Pro Forma Effect to any Subsidiary by the Borrower or any Subsidiarysuch incurrence no Default shall have occurred and be continuing; provided that such the aggregate principal amount of Indebtedness is permitted incurred by and made in accordance with Non-Loan Parties under this Section 7.02; (v7.02(g) Indebtedness arising from and Section 7.02(t), and Section 7.02(g) and Section 7.02(t) of the honoring by a bank or other financial institution of a checkNexstar Credit Agreement, 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) and any Permitted Refinancing Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, any thereof does not exceed $25,000,000; and bank overdrafts (ii) any Permitted Refinancing of Indebtedness permitted by (and letters subject to the proviso of) the preceding clause (i); (h) Indebtedness of credit in respect thereof) the Mission Entities representing deferred compensation to employees of the Mission Entities incurred in the ordinary course of business; (viii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsof the Mission Entities to the current or former officers, mortgage financings directors, partners, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses of the Mission Entities to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock Borrower, in each case as permitted by Section 7.09 in an aggregate amount under this Section 7.02(i) and under Section 7.02(i) of the Nexstar Credit Agreement not to exceed $10,000,000 at any one time outstanding; (j) Indebtedness incurred by the Mission Entities in a Person that becomes a SubsidiaryPermitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of the Fair Market Value of the real purchase price (including earn-outs) 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000other similar adjustments; (viii) [Intentionally Omitted] (ixk) Indebtedness consisting of obligations of the Mission Entities under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (Al) Cash Management Obligations and other Indebtedness of the Mission Entities in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course; (m) Indebtedness of the Mission Entities consisting of (i) the financing of insurance premiums in the ordinary course of business or (Bii) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case incurred in the ordinary course of business; (An) Indebtedness comprised of secured Obligations incurred by the Mission Entities 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 letters of unsecured Obligations in respect of Hedging Agreementscredit, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection bank guarantees, banker’s acceptances, warehouse receipts or similar transactions 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; (xiio) the issuance by any obligations of the Borrower’s Subsidiaries to Mission Entities in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or to any other Subsidiaries Restricted Subsidiary or obligations in respect of shares letters of Disqualified Stock credit, bank guarantees or Preferred Stocksimilar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (xiiip) Intentionally Left Blank; (q) other unsecured Indebtedness of the Mission Entities, so long as immediately before and immediately after giving Pro Forma Effect to any such incurrence no Default shall have occurred and be continuing, provided, further, that (i) the aggregate principal amount of such Indebtedness incurred by Restricted Subsidiaries that are not Guarantors together with the Nexstar Restricted Subsidiaries that are not Guarantors shall not exceed $25,000,000 in the aggregate at any one time outstanding, (ii) such Indebtedness has a final maturity date equal to or later than 180 days after the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Term B-2 Loans, and (iii) the terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries and any guarantor, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement with respect to the Mission Entities on the date of issuance (except for covenants applicable only to the period after the Maturity Date of the Term B-2 Loans); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of Indebtedness arising from agreements such Indebtedness, together with a reasonably detailed description of the Borrower or a Subsidiary providing indemnification, adjustment material terms and conditions 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 such Indebtedness or guarantees drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); (r) Indebtedness incurred by a Non-Loan Party, and guaranties thereof by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisitionNon-Loan Party, in an aggregate principal amount at any time outstanding for all such Non-Loan Parties not to exceed the greater of (a) $5,000,0008,500,000 and (b) 1.00% of the aggregate Total Assets of all such Non-Loan Parties at the time of incurrence; (s) Indebtedness existing on the Closing Date and listed on Schedule 7.02(s) (the “Surviving Indebtedness”) and any Permitted Refinancing thereof; (i) unsecured Indebtedness of the Mission Entities incurred to finance a Permitted Acquisition; providedprovided that (A) immediately before and immediately after giving Pro Forma Effect to any such Permitted Acquisition, howeverno Default shall have occurred and be continuing, (B) after giving Pro Forma Effect to any such Permitted Acquisition and the incurrence of such Indebtedness and any related Specified Transaction, the Nexstar Borrower is in compliance with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants, in each case computed on a Pro Forma Basis as of the case end of any dispositionthe most recent Test Period, (C) such Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the maximum Term B-2 Loans, (D) the terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries and guarantors, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement on the date of issuance with respect to the Mission Entities (except for covenants applicable only to the period after the Maturity Date of the Term B-2 Loans) (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) and (E) the aggregate principal amount of Indebtedness that is incurred by Non-Loan Parties pursuant to this Section 7.02(t) and Section 7.02(g), and Section 7.02(t) and Section 7.02(g) of the Nexstar Credit Agreement shall not exceed $25,000,000 at any one time outstanding; and (ii) any Permitted Refinancing thereof; (u) so long as immediately before and immediately after giving Pro Forma Effect to any such incurrence no Default shall have occurred and be continuing, (i) subject to the terms of Section 2.05 with respect to the occurrence of a Repricing Transaction, unsecured or second Lien secured Indebtedness incurred by the Mission Entities to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.05(b)(iii); provided that (A) such Indebtedness does shall not exceed mature earlier than the gross cash proceeds actually received by Maturity Date with respect to the Borrower relevant tranche of Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations pursuant to the applicable Guaranty, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; (E) with respect to the incurrence of second lien secured Indebtedness, a customary intercreditor agreement is entered into for the benefit of the Secured Parties and providing that such Liens securing such Indebtedness are second Liens and subordinate to the Liens securing the Obligations for the benefit of the Secured Parties, (F) such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are not materially (v) Guarantee Obligations of the Mission Entities in connection with such dispositionthe provision of credit card payment processing services for the Mission Entities; (xivw) guarantees all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above; (x) customer deposits and advance payments received 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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.from customers for good

Indebtedness. Create, incur or assume any Indebtedness, except: (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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; (iiib) Indebtedness owed to listed on Schedule 7.03 that is outstanding on the Closing Date; (c) Guarantees of the Borrower or any of its Restricted Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder; provided that (i) Loan Parties may (A) issue Guarantees under this clause only in respect of Indebtedness of other Loan Parties and (B) issue Guarantees of Indebtedness of Excluded Subsidiaries to the extent the Investment resulting therefrom is permitted by Section 7.02 (other than Section 7.02(i)), (ii) Excluded Subsidiaries may issue Guarantees of Indebtedness of other Restricted Subsidiaries so long as such Indebtedness is otherwise permitted hereunder and (iii) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lenders as those contained in the subordination terms with respect to such Indebtedness; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that such obligations are (or were) entered into by such Person 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; (e) intercompany Indebtedness constituting an Investment that is permitted under Section 7.02; (f) unsecured Indebtedness of any Loan Party (“Permitted Unsecured Ratio Debt”); provided that (i) after giving effect to such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18, (ii) the scheduled maturity date of such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility, (iii) and such Indebtedness does not contain any provisions providing for a holder put right or mandatory repurchase obligation of any Loan Party prior to such date (other than customary asset sale (including casualty and condemnation event provisions) and change of control repurchase obligations, in each case, as determined by the Borrower in good faith), (iv) no Default has occurred and is continuing or would result therefrom and (v) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Loan Party, such Indebtedness shall not exceed the Non-Guarantor Debt Cap; (g) Indebtedness secured by a Lien on the Collateral that is pari passu or junior to the Liens on the Collateral securing the Obligations (“Permitted Secured Ratio Debt”), so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such transaction and (iii) the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Restricted Subsidiaries on a Pro Forma Basis, either does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio; provided that (A) the scheduled maturity date of such Indebtedness is no earlier than the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility), (B) such Indebtedness shall have terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms, the amortization schedule (subject to clause (A) above), and as otherwise expressly permitted pursuant to this clause (g)) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (other than (x) covenants or any other provisions applicable to periods only after the Maturity Date or (y) to the extent such more favorable terms are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person), (C) such Indebtedness may not provide for any mandatory repayments or prepayments except to the extent required to be applied at least on a pro rata basis to repayments or prepayments of the principal amount of Term Loans hereunder (provided that any such Indebtedness that is a term loan B term facility may provide for an excess cash flow mandatory prepayment on then-current market terms that is not shared with the Term Loans), (D) such Indebtedness shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent, and (E) if such Indebtedness is incurred by a Restricted Subsidiary that is not a Loan Party, such Indebtedness shall not the exceed Non-Guarantor Debt Cap; (h) [reserved]; (i) Indebtedness arising from any agreement entered into by the Borrower or any SubsidiaryRestricted Subsidiary providing for customary indemnification, purchase price adjustment, contingent consideration or similar obligations, in each case, incurred or assumed in connection with an Acquisition, Investment or Disposition permitted hereunder (j) any Permitted Refinancing with respect to refinancing of any Indebtedness incurred pursuant to clause (b) above or clauses (r), (u) or (v) below (which shall be deemed to utilize any corresponding basket amount in such clause); (k) Indebtedness representing a refinancing, refunding, renewal or extension of Indebtedness originally incurred as Permitted Unsecured Ratio Debt, Permitted Secured Ratio Debt or Incremental Equivalent Debt (“Specified Refinancing Indebtedness”); provided, that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension in excess of the outstanding principal amount (or accreted value) of the Indebtedness being refinanced (except in an amount not to exceed the accrued interest, premiums (including tender premiums), and make-whole amounts applicable to the Indebtedness being refinanced, as well as all fees, costs, original issue discount and other expenses incurred in connection with such refinancing, refunding, renewal or extension), (ii) the terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms and the amortization schedule (subject to clause (iii) below)) taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders (as determined in good faith by the Borrower) than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of any Term Loans or Revolving Credit Commitments existing at the time of incurrence of such Indebtedness or (y) to the extent such more favorable terms are added for the benefit of the Lenders of the Term Loans as of the Closing Date; provided that the Borrower and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for terms more favorable to the Lenders, without the consent of any Lender or any other Person) and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness shall be consistent with market conditions at the time such refinancing, refunding, renewal or extension is consummated (as determined in good faith by the Borrower), and (iii) the scheduled maturity date of such Indebtedness is permitted no earlier than the later of (x) Latest Maturity Date and (y) the maturity date of the Indebtedness being refinanced and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of such Indebtedness is no earlier than the later of (x) 91 days after the Latest Maturity Date and made in accordance with this Section 7.02(y) the maturity date of the Indebtedness being refinanced and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility); (vl) Indebtedness of Excluded Subsidiaries in an aggregate principal amount not to exceed the Non-Guarantor Debt Cap; (m) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business; (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; (o) Indebtedness under or in respect of Cash Management Services Agreements entered into in the ordinary course of business; (p) Indebtedness representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent to current or former officers, directors, managers, employees, members of management and consultants of the Borrower and the Subsidiaries incurred in the ordinary course of business; (q) Indebtedness arising in connection with judgments against Borrower or its Subsidiaries to the extent such judgment is not an Event of Default hereunder; (r) purchase money Indebtedness (including obligations in respect of Capitalized Leases or Off-Balance Sheet Obligations) incurred to finance the purchase of fixed personal property assets and real property assets, and in each case, renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness incurred pursuant to this clause (r) shall not exceed an amount equal to the greater of $90,000,000 and 2% of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as at the end of the four quarter period most recently then ended for which financial statements have been delivered pursuant to Section 6.01(a) or (b), in each case determined at the time of incurrence and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (s) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business or 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 businessinstrument; provided, however, that such Indebtedness is extinguished within five (5) Business Days ten days of incurrence; (vit) Indebtedness in respect incurred for the repurchase of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred Equity Interests held in the ordinary course Borrower from directors, officers and employees of businessthe Borrower or any Restricted Subsidiary, or their respective spouse, heirs, or estate planning vehicles, family trusts or comparable entities or persons, upon the death, disability or termination of employment by the Borrower or such Restricted Subsidiary of such director, officer or employee; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $1,500,000 at any one time outstanding; (viiu) so long as the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such transaction, Indebtedness of Persons (including Indebtedness represented by Capitalized Lease Obligationsother than Unrestricted Subsidiaries, mortgage financings which shall not be guaranteed or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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) assumed by the Borrower or any of its Subsidiaries after Restricted Subsidiary in reliance on this clause (u)) acquired in Permitted Acquisitions or Investments permitted hereunder (the Closing Date; provided“Acquired Indebtedness”), however, provided that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) such Acquired Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements shall exist prior to the extent permitted to be entered into pursuant to applicable Permitted Acquisition and shall not have been incurred in anticipation of the last proviso in Section 7.02(a)(ii); applicable Permitted Acquisition and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant such Indebtedness is incurred by a Restricted Subsidiary that does not become a Loan Party on or prior to Section 7.15the date that is the Quarterly Reporting Date for the fiscal quarter in which such Permitted Acquisition or Investment was consummated (or such later date as the Administrative Agent may agree in its sole discretion), such Indebtedness shall not exceed Non-Guarantor Debt Cap; (xiv) 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 directorsRestricted Subsidiaries, 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 that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (i) $120,000,000 and (ii) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the four quarter period most recently then ended for which financial statements have been delivered pursuant to exceed $1,000,000 Section 6.01(a) or (b), in each case determined at any the time outstandingof incurrence; and (xviiiw) additional Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by the Borrower to the extent that the Borrower shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.16 (“Incremental Equivalent Debt”); provided that (A) upon the effectiveness of such Indebtedness, no Default or Event of Default has occurred and is continuing or shall result therefrom, (B) the scheduled maturity date of such Indebtedness is no earlier than the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall not be shorter than that of the Borrower Term Facility (or in the case of Indebtedness secured by a Lien on the Collateral that is junior to the Liens on the Collateral securing the Obligations, the scheduled maturity date of or Preferred Stock issued such Indebtedness is no earlier than 91 days after the Latest Maturity Date and the weighted average life to maturity of such Indebtedness shall be at least three (3) months longer than that of the Term Facility); provided that the foregoing requirements of this clause (B) shall not apply to any Qualifying Bridge Facility, (C) no Incremental Equivalent Debt shall be guaranteed by entities other than Subsidiary Guarantors and no Incremental Equivalent Debt that is secured shall be secured by any Subsidiary assets other than Collateral, (in addition D)(x) the terms and conditions (excluding pricing, rate floors, fees, original issue discount, optional prepayment or redemption terms, the amortization schedule (subject to Indebtedness permitted under clauses clause (i) through (xviiB) above), and as otherwise expressly permitted pursuant to this clause (w)) shall be substantially identical to, or (taken as a whole) not materially more favorable to the lenders providing such Incremental Equivalent Debt than those applicable to the Term Facility (as determined by the Borrower in an aggregate principal amount and/or liquidation preference of good faith) or (y) such Preferred Stock outstanding at any time not other terms that are reasonably satisfactory to exceed $5,000,000.the Administrative Agent (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Ag

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, provided that the Borrower or any Guarantor may incur Permitted Additional Debt if (i) (x) immediately before and after such incurrence on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), no Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio (excluding for purposes this purpose the cash proceeds of any Indebtedness incurred on such date) as of the last day of the Test Period immediately preceding such incurrence would be less than or equal to 6.00 to 1.00 or (ii) such Indebtedness is a Permitted Refinancing of Indebtedness previously incurred under clause (i) of this Section 7.02, collectively, “incur”) proviso. The limitations set forth in the immediately preceding sentence shall not apply to any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):items: (i) Indebtedness outstanding on of the date hereof Borrower and listed on Schedule 7.02 the Restricted Subsidiaries under the Loan Documents and (provided that any ii) Indebtedness incurred under the Existing ABL Facility shall be deemed Term Loan Credit Agreement in an aggregate principal amount not to be incurred pursuant to Section 7.02(a)(iiexceed (x) and not this Section 7.02(a)(i)); $1,025,000,000 plus (iiy) (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 an additional amount such that the Aggregate Principal Amount of Senior Secured Net Leverage Ratio (excluding 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 net cash proceeds of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled to the benefit Indebtedness) as of the Liens under last day of the Collateral Documents or the Existing ABL Facility shall not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements most recently ended Test Period shall be limited less than or equal to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed 3.75 to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor 1.0 on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loansa pro forma basis, in the case of the Borrowereach of (x) and (y), or the Subsidiary Guaranty, in the case of a Subsidiaryand any Permitted Refinancing thereof; (ivi) Indebtedness existing on the Original Closing Date; provided that any Indebtedness that is in excess of (x) $5,000,000 individually or (y) $20,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b) to the Term Loan Credit Agreement as in effect on the Original Closing Date) shall only be permitted under this clause (b) to the extent such Indebtedness is set forth on such Schedule 7.03(b), and any Permitted Refinancing thereof, (ii) intercompany Indebtedness outstanding on the Original Closing Date and (iii) reimbursement obligations in respect of letters of credit issued and outstanding on the Closing Date by Bank of America, N.A. or one or more of its affiliates in an aggregate amount not to exceed $77,558,619; (c) Guarantees of by the Term Loans Borrower and Guarantees the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any of the Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence of this Section 7.03 or pursuant to Section 7.03(x) below shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations pursuant to the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any of the Restricted Subsidiaries owing to Holdings, the Borrower or any other Restricted Subsidiary, and Guarantees, in each case to the extent constituting an Investment permitted by Section 7.02; (i) Attributable Indebtedness and other Indebtedness financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred not later than two hundred and seventy (270) days after completion of the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f), (iii) Indebtedness arising under Capitalized Leases other than those in effect on the Original Closing Date or entered into pursuant to sub-clauses (i) and made (ii) of this clause (e); provided that the aggregate principal amount of Indebtedness at any time outstanding pursuant to this sub-clause (iii) shall not exceed the greater of $40,000,000 and 1.5% of Total Assets, in accordance with this Section 7.02each case determined as of the date of incurrence and (iv) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i), (ii) and (iii); (vf) Indebtedness arising from in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the honoring Borrower or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by a bank the assets or other financial institution of a check, draft or similar instrument inadvertently (except business acquired in the case applicable Permitted Acquisition (including any acquired Equity Interests) (and any Permitted Refinancing of daylight overdraftsthe foregoing) drawn against insufficient funds in and so long as the ordinary course aggregate principal amount of business; provided, however, that such Indebtedness is extinguished within five and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (5g) Business Days does not exceed the greater of $50,000,000 and 2.0% of Total Assets, in each case determined as of the date of incurrence; (vii) Indebtedness of the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (x) is unsecured and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Total Net Leverage Ratio (calculated on a Pro Forma Basis, including giving Pro Forma Effect to the assumption or incurrence of such Indebtedness) shall not be greater than 6.00 to 1.00; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors with respect to such Indebtedness immediately prior to such Permitted Acquisition and (b) Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to this clause (h) in an aggregate principal amount at any time outstanding in excess of performance bondsthe greater of $50,000,000 and 2.0% of Total Assets, bankers’ acceptances, workers’ in each case determined as of the date of incurrence; (i) Indebtedness representing deferred compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, to employees of the Borrower and bank overdrafts (and letters of credit in respect thereof) its Subsidiaries incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any of its the Restricted 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; (l) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations (as defined in this Agreement or in the Term Loan Credit Agreement or any Permitted Refinancing thereof) 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 and any Guarantees thereof; (n) so long as (i) a Qualifying IPO has been consummated on or prior to the date of incurrence of such Indebtedness under this clause (n) and (ii) immediately after giving effect to such incurrence of Indebtedness under this clause (n), the Closing Date; providedTotal Gross Leverage Ratio as of the last day of the most recently ended Test Period is less than or equal to 5.50 to 1.00 (calculated on a Pro Forma Basis), however, that the Indebtedness in an aggregate principal amount not to exceed the greater of such Indebtedness and/or the liquidation preference $125,000,000 and 5.0% of such Preferred Stock outstanding Total Assets at any time may not exceed $5,000,000outstanding, in each case determined as of the date of incurrence; (viii) [Intentionally Omitted] (ixo) Indebtedness consisting of (Aa) the financing of insurance premiums in the ordinary course of business or (Bb) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case, in the ordinary course of business; (Ap) 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 any of the Restricted Subsidiaries in connection with such disposition; (xiv) guarantees respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of the Health Choice medical claims liability, 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 not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesregarding workers compensation claims; (xvq) the incurrence obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries the Restricted Subsidiaries, and obligations in respect of Permitted Refinancing Indebtedness letters of credit, bank guarantees or similar instruments related thereto, in exchange for, each case in the ordinary course of business 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)consistent with past practice; (xvir) [Intentionally omitted]; Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (xviiexcept for Standard Securitization Undertakings) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries the Restricted Subsidiaries; (s) Indebtedness supported by a Letter of Credit, in favor a principal amount not to exceed the face amount of directors, officers, employees, consultants or agents such Letter of Credit; (t) Indebtedness in respect of the Borrower Senior Notes (including any guarantees thereof), the exchange notes and the related exchange guarantees to be issued in exchange for the Senior Notes pursuant to the registration rights agreement entered into in connection with the issuance of the Senior Notes and any Permitted Refinancing thereof; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or any of its Subsidiaries extended contingent interest on obligations described in clauses (a) through (t) above and (v) through (x) below; (v) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (w) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (x) Indebtedness in respect of (i) Permitted Additional Debt to the extent the net cash proceeds therefrom are, except as set forth in Section 7.12(a), immediately after the receipt thereof, offered to prepay term loans outstanding under the Term Loan Credit Agreement in accordance with the terms thereof and (ii) any Permitted Refinancing of the foregoing. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (b) through (x) (other than clause (t)) 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; provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred on such date in reliance only on the exception in clause (a)(i) of Section 7.03, (ii) all Indebtedness outstanding under the Term Loan Credit Agreement will be deemed to have been incurred on such date in reliance only on the exception in clause (a)(ii) of Section 7.03 and (iii) all Indebtedness outstanding under the Senior Notes will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03. In addition, and notwithstanding any provision to the contrary set forth in this Section 7.03 or otherwise in this Agreement, the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness owed to the Borrower or any other Restricted Subsidiary) incurred by all Restricted Subsidiaries of the Borrower that are not to Guarantors (including, without limitation, all Permitted JVs) shall not exceed $1,000,000 100,000,000 at any time outstanding; and (xviii) . The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of the Borrower or Indebtedness for purposes of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000this Section 7.03.

Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: (a) CreateIndebtedness (other than as described in Section 6.01(b) below) existing or committed on the Closing Date (provided, incur, assume or suffer that any such Indebtedness (x) that is owed to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, person other than the Borrower and any Subsidiary one or more of its Subsidiaries, in an aggregate amount in excess of $5,000,000 shall be set forth in Part A of Schedule 6.01 and (except as specified belowy) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of owing to the Borrower or one or more of its Subsidiaries in excess of $5,000,000 shall be set forth on Part B of Schedule 6.01) and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Permitted Refinancing Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 (collectivelyRefinance such Indebtedness; provided, 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 Indebtedness outstanding pursuant to Section 7.15; this clause (2a) the Aggregate Principal Amount of which is owed by a Loan Party to 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 Subsidiary that is not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements a Loan Party shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, same extent required pursuant to Section 6.01(e) and (2) any Permitted Refinancing Indebtedness at any time incurred with respect to any Indebtedness described in this Section 6.01(a) outstanding on the case Effective Date (or an issue of Permitted Refinancing Indebtedness incurred in respect thereof or prior to the Borrower, incurrence of such Permitted Refinancing Indebtedness) that is owing to the Borrower or a Subsidiary may only be owed to the Borrower or its respective Subsidiary Guaranty, to which the Indebtedness described in clause (y) above outstanding on the case of a SubsidiaryEffective Date was owed; (ivb) Guarantees of Indebtedness created hereunder (including pursuant to Section 2.21, Section 2.22 and Section 2.23) and under the Term Loans other Loan Documents and Guarantees of any Refinancing Notes incurred to Refinance such Indebtedness; (c) Indebtedness of the Borrower or any Subsidiary by pursuant to Hedging Agreements entered into for non-speculative purposes; (d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary; provided that , pursuant to reimbursement or indemnification obligations to such Indebtedness is permitted by and made person, in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the each case of daylight overdrafts) drawn against insufficient funds in the ordinary course of businessbusiness or consistent with past practice or industry practices; (e) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided, however, that such (i) Indebtedness of any Subsidiary that is extinguished within five not a Loan Party owing to a Loan Party incurred pursuant to this Section 6.01(e) shall be subject to Section 6.04(b) and (5ii) Business Days Indebtedness owed by any Loan Party to any Subsidiary that is not a Guarantor incurred pursuant to this Section 6.01(e) shall be subordinated in right of incurrencepayment to the Loan Obligations under this Agreement on terms reasonably satisfactory to the Administrative Agent; (vif) Indebtedness in respect of performance bonds, bankers’ acceptancesbid bonds, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or surety bonds and completion guarantees and 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 purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 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 each case provided in the ordinary course of business or (B) take-or-pay consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesor consistent with past practice or industry practices; (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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. The Borrower will not permit any Subsidiary to create, incur or assume any Indebtedness, except: (a) Create, incur, assume or suffer to exist (for purposes Indebtedness of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Person that becomes a Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising Borrower, to the “Permitted Debt” extent such Indebtedness is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof and Indebtedness refinancing (but not increasing) such Indebtedness, and Indebtedness assumed by any Subsidiary):Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests of a Person) of another Person and Indebtedness refinancing (but not increasing) such Indebtedness, provided that at the time of and after giving effect to the incurrence or assumption of such Indebtedness or refinancing Indebtedness and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred or assumed pursuant to this Section 6.01(a), and then outstanding, shall not exceed 75% of Consolidated EBITDA for the period of four full fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (ib) Indebtedness outstanding of the Subsidiaries not otherwise permitted by this Section 6.01, provided that at the time of and after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred pursuant to this Section 6.01(b), and then outstanding, shall not exceed 25% of Consolidated EBITDA for the period of four fiscal quarters of the Borrower and the Subsidiaries then most recently ended; (c) Indebtedness of Project Finance Subsidiaries; (d) intercompany Indebtedness; (e) Indebtedness existing on the date hereof and listed set forth on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))6.01; (iif) (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 guarantees of the ABL Obligations at any one time outstanding under this clause obligations and Indebtedness hereunder; and (iig) shall other unsecured Indebtedness in an aggregate principal amount 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 exceeding $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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from 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 businesstime outstanding; provided, however, that such no Subsidiary (other than a Project Finance Subsidiary) shall create, incur or assume any Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms provision of this AgreementSection 6.01 if an Event of Default shall have occurred and be continuing or would result from such creation, other than Indebtedness incurrence 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000assumption.

Indebtedness. (a) CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will the Obligations; (b) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not prohibit increase the incurrence of, each and all of the following (clauses outstanding principal amount thereof; provided that (i) through such Indebtedness is incurred prior to or within ninety (xviii90) comprising days after such acquisition or the “Permitted Debt” completion of such construction or improvement, (ii) the aggregate principal amount of Indebtedness permitted by this clause (b) shall not exceed the greater of (A) $200,000,000 and (B) 2.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to be delivered pursuant to Section 5.01, at any time outstanding and (iii) with respect to Indebtedness incurred by the Borrower pursuant to this clause (b), (x) such Indebtedness shall be of the type described in clauses (a), (b), (c) or (h) of the definition of “Indebtedness” or, if solely in connection with any Subsidiary):Capital Lease Obligations, such Indebtedness shall be of the type described in clauses (d) or (e) of the definition of “Indebtedness” (and for the avoidance of doubt, no Guarantee by the Borrower of Indebtedness of any other Person shall be permitted under this clause (b)) and (y) the aggregate principal amount of all such Indebtedness shall not exceed $50,000,000 at any time outstanding; (c) so long as the Indebtedness Incurrence Conditions shall be satisfied at the time of incurrence of such Indebtedness, Indebtedness of a Subsidiary of the Borrower incurred pursuant to Permitted Receivables Facilities; provided that the aggregate principal amount of Attributable Receivables Indebtedness thereunder shall not exceed the greater of (i) $500,000,000 and (ii) 5.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to be delivered pursuant to Section 5.01, at any time outstanding; (d) Indebtedness outstanding existing on the date hereof and listed set forth on Schedule 7.02 (6.01 and extensions, renewals, refinanced and replacements of any such Indebtedness, provided that any such extended, renewed, refinanced or replaced Indebtedness incurred under shall not increase the Existing ABL Facility shall be deemed principal amount (and, in the case of Indebtedness consisting, in whole or in part, of unused revolving commitments, the applicable amount thereof) except by an amount equal to be incurred pursuant to Section 7.02(a)(ii) unpaid accrued interest and not this Section 7.02(a)(i)); (ii) (A) Obligations arising premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with the Credit Facilities (but excluding Obligations owed under this Agreement such modification, refinancing, refunding, renewal or extension and by an amount equal to any other Loan Documents) and Bank Product Agreements (collectivelyexisting commitments unutilized thereunder, the “ABL Obligations”); provided that the Aggregate Principal Amount of the ABL Obligations at any one time outstanding under this clause (ii) Liens securing such Indebtedness shall not exceed the ABL Cap, and (B) Obligations be extended to any additional property 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 owed to the Borrower or any Subsidiary, none of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any Subsidiary that is not originally obligated with respect to repayment of its Subsidiaries the original Indebtedness is the obligor on required to become obligated with respect to such Indebtedness, such Indebtedness must be expressly shall not shorten the average weighted maturity of the original Indebtedness and if the original Indebtedness was subordinated in right of payment to the Term LoansObligations, in then the case terms and conditions of such Indebtedness must include subordination terms and conditions that are at least as favorable to the Borrower, or Administrative Agent and the Subsidiary Guaranty, in Lenders as those that were applicable to the case of a Subsidiaryoriginal Indebtedness; (ive) Guarantees so long as the Indebtedness Incurrence Conditions shall be satisfied at the time of the Term Loans and Guarantees incurrence of such Indebtedness, additional Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiaryand its Subsidiaries; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02;and (vf) Indebtedness arising from the honoring by a bank or other financial institution letters of a checkcredit, draft or similar instrument inadvertently (except in the case letters 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 bondsguaranty, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of 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 bonds and other similar obligations (including advancement bond obligations; provided that with respect to any such Indebtedness incurred in any transaction or series 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 related transactions having an aggregate principal amount not to exceed value in excess of $1,000,000 50,000,000 the Indebtedness Incurrence Conditions shall be satisfied at any the time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference incurrence of such Preferred Stock outstanding at any time not to exceed $5,000,000Indebtedness.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit Indebtedness of Holdings, the incurrence of, each and all Borrowers or any of their respective Subsidiaries under the Loan Documents; (b) (A) Indebtedness of the following Loan Parties under the Senior Secured Notes in an aggregate principal amount not exceeding $560,000,000, (B) other Indebtedness of the Loan Parties, so long as the Indenture Fixed Charge Coverage Ratio on a consolidated basis for the Lead Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period and (C) without duplication, Permitted Refinancings of the Indebtedness referred to in the foregoing clauses (iA) through and (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):B); (i) Indebtedness outstanding on the date hereof Closing Date and listed on Schedule 7.02 7.03(c) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date; (d) Guarantees by Holdings, the Borrowers and the Restricted Subsidiaries in respect of Indebtedness of Holdings, the Borrowers or any Restricted Subsidiary otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(d), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (i) no Guarantee by any Restricted Subsidiary of any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii7.03(b) or any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Senior Credit Obligations substantially on the terms set forth in the Guaranty and not this Section 7.02(a)(i))(ii) if the Indebtedness being Guaranteed is subordinated to the Senior Credit Obligations, such Guarantee shall be subordinated to the Guarantee of the Senior Credit Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iie) (A) Obligations arising in connection with Indebtedness of Holdings, the Credit Facilities (but excluding Obligations owed under this Agreement Borrowers or any Restricted Subsidiary owing to Holdings, the Borrowers or any other Loan Documents) and Bank Product Agreements (collectively, Restricted Subsidiary to the “ABL Obligations”)extent constituting an Investment permitted by Section 7.02; 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 all such Indebtedness of any such Obligations arising under Loan Party owed to any Hedging Agreement or Secured Hedge Agreement entitled Person that is not a Loan Party shall be subject to subordination terms reasonably satisfactory 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 pricesAdministrative Agent; (iiii) Attributable Indebtedness owed to and other Indebtedness (including Capitalized Leases) financing the Borrower acquisition, construction, repair, replacement or any improvement of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower fixed or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiarycapital assets; provided that such Indebtedness is permitted by incurred concurrently with or within 365 days after the applicable acquisition, construction, repair, replacement or improvement (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and made the beginning of the full productive use of such asset) and (ii) any Permitted Refinancing of any Indebtedness set forth in accordance with the immediately preceding clause (i); provided that the aggregate amount of such Indebtedness incurred pursuant to clause (i) of this Section 7.02paragraph (f) (and any Permitted Refinancing thereof) and outstanding at any one time shall not exceed the greater of (x) $40,000,000 and (y) 4.0% of Total Assets; (vg) Indebtedness arising from the honoring by a bank in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds commodities pricing risks incurred in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrencebusiness and not for speculative purposes; (vih) Indebtedness in respect of performance bondsHoldings, bankers’ acceptances, workers’ compensation claims, surety the Borrowers or appeal bonds, payment obligations of any Restricted Subsidiary assumed in connection with self-insurance or similar obligationsany Acquisition, provided that (x) such Indebtedness (i) was not incurred in contemplation of such Acquisition and (ii) is secured only by Liens permitted under Section 7.01(p) on the assets acquired in the applicable Acquisition (including any acquired Equity Interests), (y) the only obligors with respect to any Indebtedness incurred pursuant to this clause (h) shall be those Persons who were obligors of such Indebtedness prior to such Acquisition, and bank overdrafts (z) both immediately prior and letters after giving effect to the incurrence thereof (A) no Default shall exist or result therefrom and (B) (1) the Borrowers would be permitted to incur at least $1.00 of credit additional Indebtedness pursuant to Section 7.03(b)(B) or (2) the Indenture Fixed Charge Coverage Ratio is greater immediately following such Acquisition than immediately prior to giving effect to such Acquisition; provided that the aggregate amount of Indebtedness incurred by Subsidiaries that are not Guarantors or Borrowers pursuant to this clause (h) shall not exceed $50,000,000; (i) Indebtedness of Foreign Subsidiaries in respect thereofan aggregate principal amount outstanding not to exceed at any time the greater of (x) $50,000,000 and (y) 8.0% of the total assets of the Foreign Subsidiaries; (j) Indebtedness representing deferred compensation to employees of Holdings or the Borrowers (or any direct or indirect parent of the Borrowers) and the Restricted Subsidiaries incurred in the ordinary course of business; (viik) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses to finance the cost purchase or redemption of Equity Interests of Holdings (including or any direct or indirect parent thereof), the cost of improvement Intermediate Holding Company or constructionthe Borrowers permitted by Section 7.06; (l) to acquire real Indebtedness incurred by Holdings, the Borrowers or personal property, plant or equipment (including acquisitions any of the Capital Stock of a Person that becomes a SubsidiaryRestricted Subsidiaries in an Acquisition, any other Investment expressly permitted hereunder or any Disposition permitted hereunder, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (m) Indebtedness consisting of obligations of Holdings, the Fair Market Value of the real or personal property so acquired, plus goodwill associated therewith) by the Borrower Borrowers or any of its the Restricted Subsidiaries after under deferred compensation or other similar arrangements incurred by such Person in connection with the Closing Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at Transactions and Acquisitions or any time may not exceed $5,000,000other Investment expressly permitted hereunder; (viiin) [Intentionally Omitted]obligations with respect to Cash Management Services and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (ixo) Indebtedness of Holdings, the Borrowers or any of the Restricted Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed the greater of (x) $75,000,000 and (y) 5.0% of Total Assets; (p) Indebtedness consisting of (Ai) the financing of insurance premiums in the ordinary course of business or (Bii) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case, in the ordinary course of business; (Aq) Indebtedness comprised incurred by Holdings, the Borrowers or any of secured Obligations the Restricted Subsidiaries in respect of Hedging Agreements letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or Secured Hedge Agreements to similar instruments issued or created in the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised ordinary course of unsecured Obligations business, including in respect of Hedging Agreementsworkers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (r) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by Holdings, the Borrowers or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case to in the extent permitted pursuant to Section 7.15ordinary course of business or consistent with past practice; (xis) endorsement customer deposits and advance payments received in the ordinary course of negotiable instruments business from customers for deposit or collection or similar transactions goods purchased in the ordinary course of business; (xiit) the issuance by any Indebtedness owed on a short-term basis of the Borrower’s Subsidiaries no longer than 30 days to the Borrower or to any banks and 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, financial institutions 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 licenseeswith such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances; (xvu) the incurrence by the Borrower all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or any of its Subsidiaries of Permitted Refinancing Indebtedness contingent interest on obligations described 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 clauses (i)a) through (t) above; (xviv) [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 Contingent Obligations incurred in the ordinary course of business business; and (w) without duplication of any Indebtedness referred to in Section 7.03(c), (i) Indebtedness in an aggregate principal amount not to exceed an amount of $1,000,000 20,000,000 under that certain Fixed Asset Loan Contract and that certain L/G Standby L/C Issuing Agreement by and among PGI Nonwovens (China) Co., Ltd., as borrower and Industrial and Commercial Bank of China Limited Suzhou Industrial Park Sub-branch, as lender and (ii) Indebtedness in respect of any Factoring Agreement. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at any time outstanding; and (xviii) additional the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the Borrower or categories of Indebtedness of or Preferred Stock issued by any Subsidiary (described in addition to Indebtedness permitted under clauses (ic) through (xviiw) above, the Lead Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) in an aggregate principal and will only be required to include the amount and/or liquidation preference and type of such Preferred Stock outstanding at any time 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 the payment of interest or dividends in the form of additional Indebtedness or Disqualified Equity Interests shall not be deemed to exceed $5,000,000be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. The Borrower will not permit any Subsidiary to create, incur or assume any Indebtedness, except: (a) Create, incur, assume or suffer to exist (for purposes Indebtedness of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Person that becomes a Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising Borrower, to the “Permitted Debt” extent such Indebtedness is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof and Indebtedness refinancing (but not increasing) such Indebtedness, and Indebtedness assumed by any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the Credit Facilities assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests of a Person) of another Person and Indebtedness refinancing (but excluding Obligations owed under this Agreement or any other Loan Documentsnot increasing) 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, provided that at the time of and after giving effect to the incurrence or assumption of such Indebtedness must be expressly subordinated in right or refinancing Indebtedness and the application of payment to the Term Loansproceeds thereof, in as the case of the Borrowermay be, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 all such Indebtedness, and of all Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may previously incurred or assumed pursuant to this Section 6.01(a), and then outstanding, shall not exceed $5,000,00075% of Consolidated EBITDA for the period of four full fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (viii) [Intentionally Omitted] (ixb) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries not otherwise permitted by this Section 6.01, provided that at the time of and after giving effect to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of such Indebtedness arising from agreements and the application of the proceeds thereof the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred pursuant to this Section 6.01(b), and then outstanding, shall not exceed 25% of Consolidated EBITDA for the period of four fiscal quarters of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with and 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 dispositionSubsidiaries then most recently ended; (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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. (a) Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower under the Senior Subordinated Notes and the Convertible Notes and guarantees thereof by the Guarantors; (c) so long as no Default is continuing or would result therefrom, Indebtedness of the Borrower that (i) is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) has a scheduled maturity no earlier than six months after the latest scheduled maturity of any Facility, (iii) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary provisions for purposes offers to purchase upon a change of this control or an asset sale, (iv) has covenants and defaults (A) no more restrictive to the Borrower and its Subsidiaries than those contained in the Senior Subordinated Indenture, taken as a whole, (which, if reasonably requested by the Borrower, may be confirmed by the Administrative Agent, it being understood that the Administrative Agent may, but shall not be obligated to, seek the consent of the Required Lenders prior to giving such confirmation), or (B) otherwise acceptable to the Required Lenders, and (v) which may be guaranteed by the Guarantors on the same subordination terms as in clause (i) above; provided, that if such Indebtedness is to be in the form of subordinated Indebtedness convertible into common Equity Interests of the Borrower, such convertible Indebtedness may have customary conversion and voluntary or mandatory redemption provisions for convertible debt securities which may be payable in (x) common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the holders thereof after a date six months after the latest scheduled maturity of any Facility (it being agreed that conversion and redemption provisions substantially similar to the conversion and redemption provisions of any Convertible Notes shall in any event be permitted); (d) so long as (i) no Default is continuing or would result therefrom, and (ii) after giving pro forma effect to the incurrence thereof, the Borrower would have been in compliance with the Consolidated Leverage Ratio covenant set forth in Section 7.027.10(b) for the fiscal quarter most recently ended for which a Compliance Certificate has been delivered, collectivelyunsecured Senior Debt of the Borrower that (A) has a scheduled maturity no earlier than six months after the latest scheduled maturity of any Facility, “incur”(B) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary offers to purchase upon a change of control, and, to the extent then customary, an asset sale, and (C) has covenants and defaults applicable to the Borrower and its Subsidiaries customarily contained in senior note indentures (and in any Indebtedness or issue any Preferred Stock. Notwithstanding event, without limiting the foregoing, less restrictive than those contained in this Agreement, it being understood that the Borrower and any Subsidiary (except as specified below) may incurSenior Subordinated Notes Indenture is less restrictive than this Agreement); provided, and that if such Indebtedness is to be in the foregoing clause (a) will not prohibit the incurrence of, each and all form of Indebtedness convertible into common Equity Interests of the following Borrower, such convertible Indebtedness may have customary voluntary or mandatory redemption provisions for convertible debt securities which may be payable in (clauses (ix) through (xviii) comprising the “Permitted Debt” common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the holders thereof after a date six months after the latest scheduled maturity of any Facility (it being agreed that conversion and redemption provisions substantially similar to the conversion and redemption provisions of any Subsidiary):Convertible Notes shall in any event be permitted); (ie) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii7.02(e) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement any refinancings, refundings, renewals or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”)extensions thereof; provided that the Aggregate Principal Amount amount of such Indebtedness is not increased at the ABL Obligations at time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any one time outstanding under this clause existing commitments unutilized thereunder and the direct and contingent obligors thereof shall not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension; provided still further that the terms relating to principal amount, amortization, maturity, collateral (iiif any) shall and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Indebtedness does 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 pricesthen applicable market interest rate; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (ivi) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary; provided that , and (ii) intercompany Indebtedness among the Borrower and its Subsidiaries, in each of clauses (i) and (ii), so long as such Guarantee or intercompany Indebtedness is an Investment permitted by and made in accordance with this under Section 7.027.03; (v) 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; (vig) Indebtedness in respect of performance bondsCapitalized Leases, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, Synthetic Leases 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 purchase money obligations) incurred obligations for fixed 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 capital assets acquired, plus goodwill associated therewith) by constructed or improved within the Borrower or any of its Subsidiaries after the Closing Datelimitations set forth in Section 7.01(i); provided, however, that the aggregate principal amount of all such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any one time may outstanding shall not exceed $5,000,000;50,000,000; and (viii) [Intentionally Omitted] (ixh) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent not otherwise permitted to be entered into pursuant to the last proviso in by this 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, 7.02 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000100,000,000.

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, provided that the Borrower or any Guarantor may incur Permitted Additional Debt if (i) (x) immediately before and after such incurrence on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), no Default shall have occurred and be continuing and (y) the Total Leverage Ratio (excluding for purposes this purpose the cash proceeds of any Indebtedness incurred on such date) as of the last day of the Test Period immediately preceding such incurrence would be less than or equal to 6.00 to 1.00 or (ii) such Indebtedness is a Permitted Refinancing of Indebtedness previously incurred under clause (i) of this Section 7.02, collectively, “incur”) proviso. The limitations set forth in the immediately preceding sentence shall not apply to any Indebtedness or issue any Preferred Stock. Notwithstanding of the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause following items: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Indebtedness of the Borrower and any Subsidiary):the Restricted Subsidiaries under the Loan Documents; (i) Indebtedness existing on the date hereof; provided that any Indebtedness that is in excess of (x) $5,000,000 individually or (y) $20,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b)) shall only be permitted under this clause (b) to the extent such Indebtedness is set forth on Schedule 7.03(b), and any Permitted Refinancing thereof, (ii) intercompany Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any iii) for a period of sixty-one (61) days after the Closing Date, Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Senior Subordinated Notes; (iic) (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 owed to Guarantees by the Borrower or any of its and the Restricted Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees respect of Indebtedness of the Borrower or any of the Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence of this Section 7.03 or pursuant to Section 7.03(x) below shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations pursuant to the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any of the Restricted Subsidiaries owing to Holdings, the Borrower or any other Restricted Subsidiary, and Guarantees, in each case to the extent constituting an Investment permitted by Section 7.02; (i) Attributable Indebtedness and other Indebtedness financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred not later than two hundred and seventy (270) days after completion of the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f), (iii) Indebtedness arising under Capitalized Leases other than those in effect on the date hereof or entered into pursuant to sub-clauses (i) and made (ii) of this clause (e); provided that the aggregate principal amount of Indebtedness at any time outstanding pursuant to this sub-clause (iii) shall not exceed the greater of $40,000,000 and 1.5% of Total Assets, in accordance with this Section 7.02each case determined as of the date of incurrence and (iv) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i), (ii) and (iii); (vf) Indebtedness arising from in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the honoring Borrower or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by a bank the assets or other financial institution of a check, draft or similar instrument inadvertently (except business acquired in the case applicable Permitted Acquisition (including any acquired Equity Interests) (and any Permitted Refinancing of daylight overdraftsthe foregoing) drawn against insufficient funds in and so long as the ordinary course aggregate principal amount of business; provided, however, that such Indebtedness is extinguished within five and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (5g) Business Days does not exceed the greater of $50,000,000 and 2.0% of Total Assets, in each case determined as of the date of incurrence; (vii) Indebtedness of the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (x) is unsecured and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Total Leverage Ratio (calculated on a Pro Forma Basis, including giving Pro Forma Effect to the assumption or incurrence of such Indebtedness) shall not be greater than 6.00 to 1.00; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors with respect to such Indebtedness immediately prior to such Permitted Acquisition and (b) Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to this clause (h) in an aggregate principal amount at any time outstanding in excess of performance bondsthe greater of $50,000,000 and 2.0% of Total Assets, bankers’ acceptances, workers’ in each case determined as of the date of incurrence; (i) Indebtedness representing deferred compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, to employees of the Borrower and bank overdrafts (and letters of credit in respect thereof) its Subsidiaries incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries after in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Closing Date; providedextent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, howeverautomatic clearinghouse arrangements, that overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (n) Indebtedness in an aggregate principal amount not to exceed the greater of such Indebtedness and/or the liquidation preference $125,000,000 and 5.0% of such Preferred Stock outstanding Total Assets at any time may not exceed $5,000,000outstanding, in each case determined as of the date of incurrence; (viii) [Intentionally Omitted] (ixo) Indebtedness consisting of (Aa) the financing of insurance premiums in the ordinary course of business or (Bb) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case, in the ordinary course of business; (Ap) 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 any of the Restricted Subsidiaries in connection with such disposition; (xiv) guarantees respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of the Health Choice medical claims liability, 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 not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesregarding workers compensation claims; (xvq) the incurrence obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries the Restricted Subsidiaries, and obligations in respect of Permitted Refinancing Indebtedness letters of credit, bank guarantees or similar instruments related thereto, in exchange for, each case in the ordinary course of business 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)consistent with past practice; (xvir) [Intentionally omitted]; Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (xviiexcept for Standard Securitization Undertakings) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries the Restricted Subsidiaries; (s) Indebtedness supported by a Letter of Credit, in favor a principal amount not to exceed the face amount of directors, officers, employees, consultants or agents such Letter of Credit; (t) Indebtedness in respect of the Borrower Senior Notes (including any guarantees thereof), the exchange notes and the related exchange guarantees to be issued in exchange for the Senior Notes pursuant to the registration rights agreement entered into in connection with the issuance of the Senior Notes and any Permitted Refinancing thereof; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or any of its Subsidiaries extended contingent interest on obligations described in clauses (a) through (t) above and (v) through (x) below; (v) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (w) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (x) Indebtedness in respect of (i) Permitted Additional Debt to the extent the Net Cash Proceeds therefrom are, except as set forth in Section 7.12(a), immediately after the receipt thereof, offered to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (b) through (x) (other than clause (t)) 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; provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred on such date in reliance only on the exception in clause (a) of Section 7.03 and (ii) all Indebtedness outstanding under the Senior Notes will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03. In addition, and notwithstanding any provision to the contrary set forth in this Section 7.03 or otherwise in this Agreement, the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness owed to the Borrower or any other Restricted Subsidiary) incurred by all Restricted Subsidiaries of the Borrower that are not to Guarantors (including, without limitation, all Permitted JVs) shall not exceed $1,000,000 100,000,000 at any time outstanding; and (xviii) . The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of the Borrower or Indebtedness for purposes of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000this Section 7.03.

Indebtedness. (a) CreateThe Parent will not, incurand will not permit any of its Subsidiaries to, assume create, incur or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):except: (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))constituting Obligations hereunder; (ii) the Indebtedness existing on the A&R Closing Date and set forth in Schedule III hereto (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement including any extensions, renewals or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”); provided that the Aggregate Principal Amount refunding 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, long as the maximum principal amount of such Indebtedness is not increased); (iii) Incremental Equivalent Debt; (iv) Indebtedness of the Parent and the Subsidiary Guarantors in an aggregate outstanding principal amount not at any time exceeding the greater of (x) $400,000,000 and (y) 25% of EBITDA as of the last day of the most recently ended TTM Period, calculated on a pro forma basis; (v) Capital Lease Obligations; (vi) Acquired Debt of the Parent or any Subsidiary; provided that, after giving effect to the incurrence or assumption of such Acquired Debt and any related transactions, the Parent is compliance with the Financial Covenants on a pro forma basis as of the last day of the most recently ended TTM Period; (vii) Indebtedness of (A) the Parent to any Subsidiary, (B) any Subsidiary to any Subsidiary or (C) any Subsidiary to the Parent, provided that any Indebtedness incurred pursuant to the foregoing clause (B) or (C) is permitted as an Investment by the lender thereof under Section 9.14; (viii) Indebtedness in respect of any Hedging Agreement and any Cash Management Agreement; (ix) so long as no Default shall have occurred or be continuing hereunder at the time of such creation or incurrence, (a) Seller Indebtedness; (b) Indebtedness incurred pursuant to the instruments governing Permitted Mortgage Financings; (c) Indebtedness in respect of agreements not to compete; (d) [reserved]; (e) [reserved]; (f) [reserved]; (g) [reserved]; (h) [reserved]; (i) [reserved]; (j) [reserved]; and (k) Indebtedness of any Excluded Subsidiary to any minority shareholder or partner in such Excluded Subsidiary; provided, that Indebtedness incurred pursuant to the foregoing subclauses (a) and (c) may be incurred only in connection with Permitted Acquisitions; (x) so long as no Default shall have occurred and be continuing hereunder at the time of such creation or incurrence, Indebtedness created or incurred by any Excluded Subsidiary (including any Guarantees of such Indebtedness by the Parent and any Subsidiary), subject to the limitations set forth in Section 9.09 hereof; provided that at the time of such incurrence and giving effect thereto: (A) the aggregate then outstanding amount of Indebtedness of Excluded Subsidiaries (other than any Excluded Subsidiaries organized in Canada or England and Wales or any state, province or territory thereof) does not exceed $1,000,000,000 (in each case, exclusive of any Indebtedness incurred in the gross form of Loans or other obligations hereunder); (B) the aggregate outstanding amount of Indebtedness of Excluded Subsidiaries organized in England and Wales or any state, province or territory thereof does not exceed £400,000,000; and (C) the aggregate amount of Indebtedness of Excluded Subsidiaries organized in Canada or any state, province or territory thereof shall not exceed an amount, as of the date of incurrence or creation, as applicable, which would cause the ratio (calculated on a pro forma basis as of the last day of the most recently ended TTM Period) of (1)(x) the aggregate outstanding amount of Indebtedness of the Excluded Subsidiaries organized in Canada or any state, province or territory thereof at the end of such fiscal quarter minus (y) the aggregate amount of cash proceeds actually received and Liquid Investments of the Excluded Subsidiaries organized in Canada or any state, province or territory thereof at such date to (2) the EBITDA for such period attributable to Excluded Subsidiaries organized in Canada or any state, province or territory thereof to exceed 5.0 to 1; provided, further, that an Excluded Subsidiary may create or incur additional Indebtedness (with Guarantees of such Indebtedness by the Borrower Parent and any Subsidiary) in excess of the applicable threshold under subclause (A), (B) or (C) above where such Indebtedness is intended to finance the redemption or retirement of Indebtedness previously incurred under such subclause and such previously incurred Indebtedness is the subject of an irrevocable notice of redemption or a tender offer commenced on or prior to the date of such incurrence to effect such retirement or redemption (and such tender offer or redemption, and any redemption commenced after the settlement of such tender offer, is concluded within 45 days after the incurrence of such additional Indebtedness); (xi) guarantees (including any co-issuance) by any Borrower and/or any Subsidiary of Indebtedness or other obligations of any Borrower, and/or any Subsidiary with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 9.08 or other obligations not prohibited by this Agreement; provided that in the case of any such guarantee by any Obligor of the obligations of any Subsidiary that is not an Obligor, the related Investment is permitted under Section 9.14; (xii) Indebtedness incurred connection with any Investment or acquisition (including Permitted Acquisitions) permitted hereunder in an outstanding principal amount not at any time exceeding the greater of (x) $1,200,000,000 and (y) 75% of EBITDA as of the last day of the most recently ended TTM Period, calculated on a pro forma basis; provided that any such dispositionIndebtedness shall comply with clauses (b) through (f) of the definition of “Incremental Equivalent Debt” as if such Indebtedness were Incremental Equivalent Debt; (xiii) Indebtedness in a principal amount consisting of reimbursement obligations in respect of bank guarantees or letters of credit issued by any bank for the account of the Parent or any of its Subsidiaries (excluding, for the avoidance of doubt, any Letters of Credit), in an amount, when aggregated with all other Indebtedness incurred in reliance on this clause (xiii), not exceeding $75,000,000 at any time; (xiv) guarantees in Indebtedness incurred pursuant to the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees;instruments governing Accounts Receivable Financings; and (xv) the incurrence by the Borrower Indebtedness constituting purchase price holdbacks, earn-out obligations 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 arrangements incurred in connection with Permitted Acquisitions 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 other Investments permitted pursuant to exceed $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000Section 9.14.

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, provided that the Borrower or any Guarantor may incur Permitted Additional Debt if (i) (x) immediately before and after such incurrence on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom), no Default shall have occurred and be continuing and (y) the Total Leverage Ratio (excluding for this purpose the cash proceeds of any Indebtedness incurred on such date) as of the last day of the Test Period immediately preceding such incurrence would be less than or equal to 6.00 to 1.00 or (ii) such Indebtedness is a Permitted Refinancing of Indebtedness previously incurred under clause (i) of this proviso. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents, (ii) Indebtedness incurred under the Revolving Credit Agreement in an aggregate principal amount not to exceed (x) $207,400,000 plus (y) an additional amount such that the Senior Secured Leverage Ratio for the most recently ended Test Period shall be less than or equal to 3.75 to 1.0 on a Pro Forma Basis (which for purposes of this Section 7.027.03(a)(ii)(y) only, collectivelyshall be calculated assuming that the entire committed amount of any increase in commitments under the Revolving Credit Commitment in excess of $207,400,000 are fully drawn, “incur”in which case such increased committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this Section 7.03(a)(ii)(y)), in the case of each of (x) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoingand (y), the Borrower and any Subsidiary (except as specified below) may incur, and Permitted Refinancing thereof; provided that in no event shall the foregoing clause (a) will not prohibit aggregate principal amount of Indebtedness incurred under the incurrence of, each and all of Revolving Credit Agreement exceed the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):Revolving Credit Commitment Cap; (i) Indebtedness existing on the date hereof; provided that any Indebtedness that is in excess of (x) $5,000,000 individually or (y) $20,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b)) shall only be permitted under this clause (b) to the extent such Indebtedness is set forth on Schedule 7.03(b), and any Permitted Refinancing thereof, (ii) intercompany Indebtedness outstanding on the date hereof and listed on Schedule 7.02 hereof, (provided that any iii) for a period of sixty-one (61) days after the Closing Date, Indebtedness incurred under the Existing ABL Facility shall be deemed Senior Subordinated Notes and (iv) reimbursement obligations in respect of letters of credit issued outstanding on the Amendment No. 3 Effective Date by Bank of America, N.A. or one or more of its affiliates in an aggregate amount not to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))exceed $77,558,619; (iic) (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 owed to Guarantees by the Borrower or any of its and the Restricted Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees respect of Indebtedness of the Borrower or any of the Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of the Senior Notes or any Permitted Additional Debt incurred pursuant to the proviso of the first sentence of this Section 7.03 or pursuant to Section 7.03(x) below shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations pursuant to the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any of the Restricted Subsidiaries owing to Holdings, the Borrower or any other Restricted Subsidiary, and Guarantees, in each case to the extent constituting an Investment permitted by Section 7.02; (i) Attributable Indebtedness and other Indebtedness financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred not later than two hundred and seventy (270) days after completion of the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f), (iii) Indebtedness arising under Capitalized Leases other than those in effect on the date hereof or entered into pursuant to sub-clauses (i) and made (ii) of this clause (e); provided that the aggregate principal amount of Indebtedness at any time outstanding pursuant to this sub-clause (iii) shall not exceed the greater of $40,000,000 and 1.5% of Total Assets, in accordance with this Section 7.02each case determined as of the date of incurrence and (iv) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i), (ii) and (iii); (vf) Indebtedness arising from in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the honoring Borrower or any Restricted Subsidiary (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by a bank the assets or other financial institution of a check, draft or similar instrument inadvertently (except business acquired in the case applicable Permitted Acquisition (including any acquired Equity Interests) (and any Permitted Refinancing of daylight overdraftsthe foregoing) drawn against insufficient funds in and so long as the ordinary course aggregate principal amount of business; provided, however, that such Indebtedness is extinguished within five and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (5g) Business Days does not exceed the greater of $50,000,000 and 2.0% of Total Assets, in each case determined as of the date of incurrence; (vii) Indebtedness of the Borrower or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (x) is unsecured and (y) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Total Leverage Ratio (calculated on a Pro Forma Basis, including giving Pro Forma Effect to the assumption or incurrence of such Indebtedness) shall not be greater than 6.00 to 1.00; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); provided further that notwithstanding anything contained in the Loan Documents to the contrary, (a) the only obligors with respect to any Indebtedness incurred pursuant to clause (A) of this paragraph or any Permitted Refinancing of Indebtedness in respect thereof shall be those Persons who were obligors with respect to such Indebtedness immediately prior to such Permitted Acquisition and (b) Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to this clause (h) in an aggregate principal amount at any time outstanding in excess of performance bondsthe greater of $50,000,000 and 2.0% of Total Assets, bankers’ acceptances, workers’ in each case determined as of the date of incurrence; (i) Indebtedness representing deferred compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, to employees of the Borrower and bank overdrafts (and letters of credit in respect thereof) its Subsidiaries incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any of its the Restricted Subsidiaries after in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the Closing Date; providedextent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations (as defined in this Agreement or in the Revolving Credit Agreement or any Permitted Refinancing thereof) and other Indebtedness in respect of netting services, howeverautomatic clearinghouse arrangements, that overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (n) Indebtedness in an aggregate principal amount not to exceed the greater of such Indebtedness and/or the liquidation preference $125,000,000 and 5.0% of such Preferred Stock outstanding Total Assets at any time may not exceed $5,000,000outstanding, in each case determined as of the date of incurrence; (viii) [Intentionally Omitted] (ixo) Indebtedness consisting of (Aa) the financing of insurance premiums in the ordinary course of business or (Bb) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case, in the ordinary course of business; (Ap) 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 any of the Restricted Subsidiaries in connection with such disposition; (xiv) guarantees respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of the Health Choice medical claims liability, 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 not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesregarding workers compensation claims; (xvq) the incurrence obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Subsidiaries the Restricted Subsidiaries, and obligations in respect of Permitted Refinancing Indebtedness letters of credit, bank guarantees or similar instruments related thereto, in exchange for, each case in the ordinary course of business 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)consistent with past practice; (xvir) [Intentionally omitted]; Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (xviiexcept for Standard Securitization Undertakings) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expenses) of the Borrower or any of its Subsidiaries the Restricted Subsidiaries; (s) Indebtedness supported by a letter of credit issued under the Revolving Credit Agreement, in favor a principal amount not to exceed the face amount of directors, officers, employees, consultants or agents such letter of credit; (t) Indebtedness in respect of the Borrower Senior Notes (including any guarantees thereof), the exchange notes and the related exchange guarantees to be issued in exchange for the Senior Notes pursuant to the registration rights agreement entered into in connection with the issuance of the Senior Notes and any Permitted Refinancing thereof; (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or any of its Subsidiaries extended contingent interest on obligations described in clauses (a) through (t) above and (v) through (x) below; (v) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (w) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (x) Indebtedness in respect of (i) Permitted Additional Debt to the extent the Net Cash Proceeds therefrom are, except as set forth in Section 7.12(a), immediately after the receipt thereof, offered to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (b) through (x) (other than clause (t)) 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; provided that (i) all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred on such date in reliance only on the exception in clause (a)(i) of Section 7.03, (ii) all Indebtedness outstanding under the Revolving Credit Agreement will be deemed to have been incurred on such date in reliance only on the exception in clause (a)(ii) of Section 7.03 and (iii) all Indebtedness outstanding under the Senior Notes will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03. In addition, and notwithstanding any provision to the contrary set forth in this Section 7.03 or otherwise in this Agreement, the aggregate outstanding principal amount of all Indebtedness (other than Indebtedness owed to the Borrower or any other Restricted Subsidiary) incurred by all Restricted Subsidiaries of the Borrower that are not to Guarantors (including, without limitation, all Permitted JVs) shall not exceed $1,000,000 100,000,000 at any time outstanding; and (xviii) . The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of the Borrower or Indebtedness for purposes of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000this Section 7.03.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause other than: (a) will not prohibit the incurrence of, each and all Indebtedness of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Parent Borrower and any Subsidiary):the Restricted Subsidiaries under the Loan Documents; (i) Indebtedness outstanding existing on the date hereof and listed on Schedule 7.02 (Specified Date; provided that any Indebtedness incurred under (other than Indebtedness refinanced on the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising Closing Date in connection with the Credit Facilities Transactions) that is in excess of (but excluding Obligations owed x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b)) shall only be permitted under this Agreement clause (b) to the extent that such Indebtedness is and set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing thereof; provided that all such Indebtedness (other than the Parent Borrower Obligor Cash Management Note) of any Loan Party owed to any Person that is not a U.S. Loan Party shall be unsecured and subordinated to the Obligations pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; (c) Guarantees by the Parent Borrower or any other of its Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a U.S. Loan Documents) and Bank Product Agreements (collectivelyParty may not, the “ABL Obligations”by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that the Aggregate Principal Amount (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed substantially on the ABL Cap, terms set forth in the U.S. Guaranty and (B) Obligations if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guarantee of the Loan Parties under Obligations on terms at least as favorable to the Loan DocumentsLenders as those contained in the subordination of such Indebtedness; provided that, in any event, any Guaranty of any Permitted Additional Notes shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the New Senior Notes Indentures on the Closing Date; (d) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries owing to the Parent Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a U.S. Loan Party (1other than the Parent Borrower Obligor Cash Management Note) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted unsecured and subordinated to the Obligations pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled an intercompany note reasonably satisfactory 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 pricesAdministrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and (iii) Indebtedness owed arising under Capitalized Leases other than those in effect on the Specified Date hereof or entered into pursuant to subclauses (i) and (ii) of this clause (e) and, in the case of clauses (i), (ii) and (iii), any Permitted Refinancing thereof; provided that not more than $150,000,000 in aggregate principal amount of Indebtedness incurred pursuant to this paragraph (e) shall be outstanding at any time; (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) [Reserved] (h) Indebtedness assumed in connection with any Permitted Acquisition: provided that such Indebtedness is not incurred in contemplation of such acquisition, and any Permitted Refinancing of any of the foregoing and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (h) does not exceed $250,000,000, determined at the time of incurrence; (i) [Reserved]; (j) Indebtedness representing deferred compensation to employees of the Parent Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (viik) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their Controlled Investment Affiliates or purchase money obligations) incurred or Preferred Stock issued Immediate Family Members to finance the cost purchase or redemption of Equity Interests of Holdings (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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000direct or indirect parent thereof) permitted by Section 7.06; (viiil) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Parent Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs price or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this AgreementSubsidiary, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet (other than by application of FASB Interpretation No. 45 as a result of an amendment to an obligation in existence on the Closing Date) of the Parent Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (l)); (m) [Reserved]; (n) Cash Management Obligations 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 and any Guarantees thereof; (o) Indebtedness in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided1,000,000,000; (p) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, howeverin each case, in the case ordinary course 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 dispositionbusiness; (xivq) guarantees Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of the 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 not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesregarding workers compensation claims; (xvr) the incurrence obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of its the Restricted Subsidiaries or obligations in respect of Permitted Refinancing Indebtedness letters of credit, bank guarantees or similar instruments related thereto, 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 each case in the ordinary course of business or consistent with past practice; (s) Indebtedness of CCOH and its Restricted Subsidiaries, the proceeds of which are solely used to refinance the CCU Term Note; provided that the Parent Borrower subsequently applies all of the Net Cash Proceeds from such repayment of the CCU Term Note to prepayment of Loans in the order specified in Section 2.05(b)(v) with respect to mandatory prepayments under Section 2.05(b)(iii). (t) Indebtedness under the ABL Facilities and any Permitted Refinancing thereof in an aggregate principal amount not to exceed at any time outstanding the sum of (x) $1,000,000,000 minus the Tranche A Term Loan Backstop Amount, plus (y) on and after such time as CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries but not Excluded Subsidiaries shall become U.S. Subsidiary Guarantors hereunder and otherwise comply with Section 6.11 and additional Indebtedness thereunder not to exceed an aggregate principal amount of $500,000,000, plus (z) the aggregate amount of all principal payments of Tranche A Term Loans (except any mandatory prepayment of Tranche A Term Loans pursuant to Section 2.05(b)(ii)); provided that the aggregate amount of additional Indebtedness under this clause (y) shall not exceed the Tranche A Term Loan Backstop Amount; (u) (i) Indebtedness and Guarantees by U.S. Guarantors in respect of the New Senior Notes in an aggregate principal amount not to exceed $1,000,000 at 2,310,000,000 plus the PIK Interest Amount and (ii) any time outstandingPermitted Refinancing thereof; (v) [Reserved]; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above and (x) through (dd) below; (x) Guarantees incurred in the ordinary course of business in respect of obligations not constituting Indebtedness to suppliers, customers, franchisees, lessors and licensees; (y) Indebtedness incurred in the ordinary course of business in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (z) Indebtedness in respect of (i) Permitted Additional Notes to the extent the Net Cash Proceeds therefrom are immediately after the receipt thereof, used to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing; (aa) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (bb) Indebtedness consisting of obligations of the Parent Borrower and its Restricted Subsidiaries under deferred compensation to employees or other similar arrangements incurred by such Person in connection with the Transactions, any Permitted Acquisition or any other Investment expressly permitted hereunder; (cc) Indebtedness incurred by a Securitization Entity in a Qualified Securitization Financing that is not recourse (except for Standard Securitization Undertakings) to Holdings or any of its Subsidiaries or the Parent Borrower or any of its Subsidiaries (other than another Securitization Entity); and (xviiidd) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Non-Loan Party that is Restricted Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000400,000,000 at any one time outstanding. Notwithstanding the foregoing, no Restricted Subsidiary that is not a U.S. Loan Party will guarantee any Indebtedness for borrowed money of a U.S. Loan Party unless such Restricted Subsidiary becomes a U.S. Subsidiary Guarantor. In addition, notwithstanding the foregoing, (i) Restricted Subsidiaries that are not U.S. Loan Parties may not incur Indebtedness pursuant to, without duplication, the first paragraph of this Section and clauses (g), (h) and (o) of this Section in an aggregate combined principal amount at any time outstanding in excess of $500,000,000 in each case determined at the time of incurrence and (ii) until the Existing Notes Condition shall have been satisfied, (A) the Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Guarantee of the Existing Notes and (B) all Indebtedness (other than the Parent Borrower Obligor Cash Management Note) owed to the Parent Borrower by any Subsidiary Guarantor shall be unsecured and subordinated to the Obligations pursuant to an intercompany note reasonably satisfactory to the Administrative Agent. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Parent Borrower dated such date prepared in accordance with GAAP.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit [reserved]; (b) the incurrence of, each and all of the following Secured Obligations; (clauses c) Indebtedness (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and Closing Date; provided, that any such Indebtedness having an individual outstanding principal amount in excess of $10,000,000 shall be listed on Schedule 7.02 7.03 and (provided that ii) any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Specified Permitted Refinancing thereof; (iid) (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 owed to Guarantees by the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated Restricted Subsidiary in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees respect of Indebtedness of the Borrower or another Restricted Subsidiary otherwise permitted hereunder; provided, that if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of the Borrower or any Restricted Subsidiary that constitutes an Investment permitted by Section 7.02; provided, that all such Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party must be expressly subordinated to the Obligations of such Loan Party, it being understood that such Loan Party may make payments thereon unless an Event of Default has occurred and is continuing; (f) [reserved]; (g) Indebtedness of Foreign Subsidiaries that are Restricted Subsidiaries of the Borrower in an aggregate principal amount not to exceed the greater of (x) $65,000,000 and (y) 50.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (h) Indebtedness of Persons that are acquired by the Borrower or any Subsidiary; provided Restricted Subsidiary or merged into the Borrower or a Subsidiary in a Permitted Acquisition or other permitted Investment in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such Permitted Acquisition or other permitted Investment so long as the Borrower is in compliance, on a Pro Forma Basis, with Section 7.08(a) (assuming such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) 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 businessFirst Lien Debt); provided, however, that such Indebtedness is extinguished within five (5) Business Days not incurred in contemplation of incurrencesuch Permitted Acquisition or other permitted Investment; (vii) Indebtedness in respect incurred by the Borrower or any Restricted Subsidiary representing deferred compensation to employees of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) a Restricted Company incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented consisting of promissory notes issued by Capitalized Lease Obligationsthe Borrower or any Restricted Subsidiary to future, mortgage financings present or purchase money obligations) incurred former directors, officers, members of management, employees or Preferred Stock issued to finance the cost (including the cost consultants 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 or their respective estates, heirs, family members, spouses or former spouses to finance the Closing Date; provided, however, that purchase or redemption of Equity Interests of the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000Borrower permitted by Section 7.06; (viiik) [Intentionally Omitted](i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with the Transactions, any Disposition permitted hereunder, any acquisition or other Investment permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Equity Interests or any other Investment, and (ii) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any such agreement; (ixl) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements (including seller notes) incurred by such Person in connection with any permitted Investment (including the Transactions); ▇▇▇▇:\98106221\28\78831.0005 (m) Indebtedness in connection with intercompany cash management arrangements and related activities in the ordinary course of business; (n) Indebtedness in connection with Cash Management Services; (o) Indebtedness consisting of (Ai) the financing of insurance premiums or (ii) take-or-pay obligations of the Borrower or any Restricted Subsidiary contained in supply arrangements, in each case, in the ordinary course of business; (p) [reserved]; (q) obligations in respect of bid, performance, stay, customs, appeal and surety bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary, in each case in the ordinary course of business or consistent with past practice; (Br) take-or-pay Guarantees by the Loan Parties of Indebtedness otherwise permitted under this Section 7.03; (s) Indebtedness in respect of Swap Contracts entered into in the ordinary course of business and not for speculative purposes; (t) Indebtedness consisting of obligations contained in supply arrangements owing under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (Au) Indebtedness comprised customer deposits and advance payments received in the ordinary course 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); business from customers for goods 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 services purchased in the ordinary course of business; (xiiv) the issuance by Indebtedness in respect of Receivables Facility and any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred StockSpecified Permitted Refinancing thereof; (xiiii) the incurrence of Attributable Indebtedness arising from agreements and purchase money obligations, in each case of the Borrower or a Restricted Subsidiary providing indemnificationto finance the purchase, adjustment repair or improvement of purchase pricefixed or capital assets within the limitations set forth in Section 7.01(p); provided, earn outs or similar obligations, in each case, incurred in connection with that 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 all such Indebtedness does under this clause (w) shall not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; greater of (xivx) guarantees in the ordinary course $65,000,000 and (y) 50.0% of business Consolidated EBITDA as of the obligations not constituting Indebtedness last day of suppliersthe most recently ended Test Period, customers, distributors, franchisers and licensees; (xv) the incurrence by the Borrower or any of its Subsidiaries of Specified Permitted Refinancing of the Indebtedness referred to 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) and (ii) Indebtedness secured by ▇▇▇▇▇ permitted under Section 7.01(e), 7.01(f), or 7.01(r); (xvii) [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 Indebtedness in an aggregate principal amount not to exceed the greater of (x) $1,000,000 97,500,000 and (y) 75.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period and (ii) any Specified Permitted Refinancing thereof; (y) Indebtedness of the Borrower and/or any Restricted Subsidiary incurred in connection with any Sale and Lease-Back Transaction permitted pursuant to Section 7.05; (z) other Indebtedness (“Ratio Debt”): (i) so long as on a Pro Forma Basis as of the most recently ended Test Period: (A) in the case any First Lien Debt, the First Lien Leverage Ratio does not exceed 2.95:1.00, (B) in the case of Junior Lien Debt, the Secured Leverage Ratio does not exceed 3.70:1.00; or (C) in the case of Indebtedness that is not secured by the Collateral, the Total Leverage Ratio does not exceed 3.95:1.00; ▇▇▇▇:\98106221\28\78831.0005 provided that (I) if such Ratio Debt is issued or incurred by any Loan Party and consists of third party Indebtedness for borrowed money, other than with respect to (x) Customary Bridge Loans, (y) Customary Term A Loans, and/or (z) revolving loans and/or commitments, (X) the final maturity date of such Indebtedness is no earlier than the Latest Term Loan Maturity Date on the date of the issuance or incurrence thereof and (Y) the Weighted Average Life to Maturity applicable to such Indebtedness is no shorter than the Weighted Average Life to Maturity of the then-existing Term Loans, (II) notwithstanding the foregoing clause (I), the Loan Parties may incur Ratio Debt that is otherwise subject to clause (I) above and has (x) a final maturity date that is earlier than the Latest Term Loan Maturity Date and/or (y) a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-existing Term Loans in an aggregate outstanding principal amount not to exceed the Inside Maturity Amount, (III) with respect to any Ratio Debt that constitutes MFN Indebtedness, the Initial Term Loans shall benefit from the MFN Provision and (IV) the aggregate outstanding principal amount of Ratio Debt incurred by Restricted Subsidiaries that are not Loan Parties in reliance on this Section 7.03(z) shall not, at any time outstandingtime, exceed an amount equal to the greater of $65,000,000 and 50.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; and (xviiiii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary Specified Permitted Refinancing thereof; (in addition to Indebtedness permitted under clauses (iaa) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at Incremental Equivalent Debt and any time not to exceed $5,000,000.Specified Permitted Refinancing thereof;

Indebtedness. The Borrower will not permit any Subsidiary to create, incur or assume any Indebtedness, except: (a) Create, incur, assume or suffer to exist (for purposes Indebtedness of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, Person that becomes a Subsidiary of the Borrower and any (other than GulfTerra Tendered Bonds for which funds have been irrevocably deposited into escrow pursuant to the Escrow Agreement for the purchase thereof), to the extent such Indebtedness is outstanding at the time such Person becomes a Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and was not incurred in contemplation thereof and Indebtedness refinancing (but not increasing) such Indebtedness, and Indebtedness assumed by any Subsidiary):Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Equity Interests of a Person) of another Person and Indebtedness refinancing (but not increasing) such Indebtedness, provided that at the time of and after giving effect to the incurrence or assumption of such Indebtedness or refinancing Indebtedness and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred or assumed pursuant to this Section 6.01(a), and then outstanding, shall not exceed 75% of Consolidated EBITDA for the period of four full fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (ib) Indebtedness outstanding of the Subsidiaries not otherwise permitted by this Section 6.01, provided that at the time of and after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof the aggregate principal amount of all such Indebtedness, and of all Indebtedness previously incurred pursuant to this Section 6.01(b), and then outstanding, shall not exceed 25% of Consolidated EBITDA for the period of four fiscal quarters of the Borrower and the Subsidiaries then most recently ended; (c) Indebtedness of Project Finance Subsidiaries; (d) intercompany Indebtedness; (e) Indebtedness existing on the date hereof and listed set forth on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))6.01; (iif) GulfTerra Tendered Bonds for which funds have been irrevocably deposited into escrow pursuant to the Escrow Agreement for the repayment thereof; (Ag) 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 guarantees of the ABL Obligations at any one time outstanding under this clause obligations and Indebtedness hereunder; and (iih) shall other unsecured Indebtedness in an aggregate principal amount 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 exceeding $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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from 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 businesstime outstanding; provided, however, that such no Subsidiary (other than a Project Finance Subsidiary) shall create, incur or assume any Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms provision of this AgreementSection 6.01 if an Event of Default shall have occurred and be continuing or would result from such creation, other than Indebtedness incurrence 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000assumption.

Indebtedness. (a) CreateSuch Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness incurred under the Loan Documents; (b) the Existing Notes and Pari Passu Indebtedness, so long as after giving pro forma effect to the incurrence of such Existing Notes or Pari Passu Indebtedness and, in either case, any substantially concurrent use of the proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrowers shall be in compliance with Section 6.10; (c) Capital Lease Obligations so long as after giving pro forma effect to the incurrence of such Capital Lease Obligations and any substantially concurrent use of the proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrowers shall be in compliance with Section 6.10; (d) Indebtedness of such Borrower that is not secured by any Lien on the assets of either Borrower or any of their respective Restricted Subsidiaries so long as after giving pro forma effect to the incurrence of such Indebtedness and any substantially concurrent use of the proceeds thereof, (i) no Default shall have occurred and be continuing and (ii) the Borrowers shall be in compliance with Section 6.10; (e) Priority Indebtedness so long as after giving pro forma effect to the incurrence of such Priority Indebtedness and any substantially concurrent use of the proceeds thereof, (i) the aggregate principal amount of Priority Indebtedness (without duplication) does not exceed 50% of Consolidated EBITDA for the then most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), (ii) no Default shall have occurred and be continuing and (iii) the Borrowers shall be in compliance with Section 6.10; and (f) Guarantees by any Restricted Subsidiary of any Indebtedness permitted pursuant to clauses (a) through (e) above, in each case so long as in the case of clauses (b) and (d) above (i) with respect to any such Guarantee by any Restricted Subsidiary of QVC, the QVC Obligations are guaranteed by such Restricted Subsidiary to at least the same extent and without subordination to such Guarantee and (ii) with respect to any such Guarantee by any Restricted Subsidiary of zulily, the QVC/zulily Obligations are guaranteed by such Restricted Subsidiary to at least the same extent and without subordinated to such Guarantee. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,0006.01.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit Indebtedness under the incurrence ofLoan Documents, each and all provided that the aggregate face amount of the following (clauses letters of credit outstanding under the Bilateral Letter of Credit Facility shall not at any time exceed (i) through $160,000,000 less (xviiiii) comprising the “Permitted Debt” sum (without duplication) of (A) the Borrower and any Subsidiary): aggregate amount of outstanding obligations secured by Liens incurred under Section 7.01(n) as of such date plus (iB) the aggregate principal amount of Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii7.02(g) and not this Section 7.02(a)(i))as of such date; (iib) (A) Obligations Indebtedness arising in connection with the Credit Facilities Swap Contracts not prohibited under Section 7.16; (but excluding Obligations owed under this Agreement c) Indebtedness of any Loan Party so long as (i) no Default is continuing or any other Loan Documents) and Bank Product Agreements (collectivelywould result therefrom, 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 after giving effect to the ABL Capincurrence thereof (and any other transaction (including any incurrence, assumption or repayment of other Indebtedness) in connection therewith), the Borrower would have been in compliance with the Consolidated Leverage Ratio covenant set forth in Section 7.10(b) on a Pro Forma Basis as of the most recent Reference Period 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; (2iii) 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 aggregate outstanding amount thereof does 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly (A) is subordinated in right of payment to the Term LoansObligations on terms and conditions that are reasonably satisfactory to the Administrative Agent, (B) has a scheduled maturity no earlier than the date that is 91 days after the Latest Maturity Date, (C) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary provisions for offers to purchase upon a change of control or an asset sale, (D) has covenants and defaults that are customary for similar Indebtedness in light of then-prevailing market conditions and (E) which may be guaranteed by the Loan Parties on the same subordination terms as in clause (A) above; provided, that if such Indebtedness is to be in the case form of subordinated Indebtedness convertible into common Equity Interests of the Borrower, such convertible Indebtedness may have customary conversion and voluntary or mandatory redemption provisions for convertible debt securities which may be payable in (x) common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the Subsidiary Guaranty, in holders thereof after a date that is 91 days after the case of a SubsidiaryLatest Maturity Date; (ivd) Unsecured Indebtedness of any Loan Party (which may be guaranteed by one or more other Loan Parties) so long as (i) no Default is continuing or would result therefrom and (ii) after giving effect to the incurrence thereof (and any other transaction (including any incurrence, assumption or repayment of other Indebtedness) in connection therewith), the Borrower is in compliance on a Pro Forma Basis (based on the most recently completed Reference Period) with the Consolidated Leverage Ratio level 0.25:1.00 less than the maximum then applicable ratio set forth in Section 7.10(b); provided, that such Indebtedness (A) has a scheduled maturity no earlier than the date that is 91 days after the latest scheduled maturity of any Facility, (B) has no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) except customary offers to purchase upon a change of control or an asset sale, and (C) has covenants and defaults that are customary for similar Indebtedness in light of then-prevailing market conditions; provided, that if such Indebtedness is to be in the form of Indebtedness convertible into common Equity Interests of the Borrower, such convertible Indebtedness may have customary voluntary or mandatory redemption provisions for convertible debt securities which may be payable in (x) common Equity Interests of the Borrower at any time or (y) in cash only if exercisable by the Borrower or the holders thereof after a date six months after the Latest Maturity Date; (e) Indebtedness outstanding on the Closing Date and listed on Schedule 7.02(e) and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the accrued and unpaid interest thereon, any premium paid and fees and expenses incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), covenants and events of default in the documentation governing any such extending, refunding or refinancing Indebtedness shall not be materially less favorable, taken as a whole, to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being extended, refunded or refinanced; (i) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by in respect of Indebtedness otherwise permitted hereunder of the Borrower or any SubsidiarySubsidiary and (ii) Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) of any Subsidiary that is not a Loan Party owed to (1) any other Subsidiary that is not a Loan Party or (2) any Loan Party in respect of an Investment permitted under Section 7.03(b) and (C) of any Loan Party to any Subsidiary which is not a Loan Party; provided provided, that all such Indebtedness is permitted by and made of any Loan Party in accordance with this Section 7.02clause (f)(ii)(C) must be expressly subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (vg) Indebtedness arising from in respect of Capitalized Leases, Synthetic Leases and purchase money obligations for fixed or capital assets acquired, constructed or improved within the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except limitations set forth in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of businessSection 7.01(i); provided, however, that the aggregate principal amount of all such Indebtedness is extinguished within five at any one time outstanding shall not exceed (5i) Business Days $160,000,000 less (ii) the sum (without duplication) of incurrence(A) the aggregate face amount of letters of credit outstanding under the Bilateral Letter of Credit Facility as of such date plus (B) the aggregate amount of outstanding obligations secured by Liens incurred under Section 7.01(n) as of such date; (vih) Indebtedness obligations in respect of performance bondssurety bonds and similar instruments (excluding letters of credit, bank guaranties and bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (viii) Indebtedness assumed in connection with or resulting from an Acquisition permitted under Section 7.03; provided that (including i) such Indebtedness represented by Capitalized Lease Obligations, mortgage financings was not created or purchase money obligationsincurred in contemplation of or in connection with such Acquisition and (ii) 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may shall not exceed $5,000,00025,000,000 (in the aggregate for the Borrower and all Subsidiaries); (viii) [Intentionally Omitted] (ixj) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent not otherwise permitted to be entered into pursuant to the last proviso in by this 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, 7.02 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,00050,000,000; and (k) obligations of Securitization Subsidiaries under or in respect of Qualified Securitization Transactions in an aggregate amount outstanding at any time not to exceed $65,000,000.

Indebtedness. (a) CreateThe Parent and the Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):except: (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred created under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)Loan Documents (including in respect of Incremental Loans); (ii) Indebtedness in respect of the Senior Unsecured Notes, the New Senior Unsecured Notes (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement or any other Loan DocumentsIssued 2010) and Bank Product Agreements the New Senior Unsecured Notes (collectively, the “ABL Obligations”)Issued 2011) in an aggregate principal amount of all such Indebtedness not exceeding $440,000,000 at any time outstanding; provided that the Aggregate Principal Amount net cash proceeds of the ABL Obligations at any one time outstanding under this clause New Senior Unsecured Notes (iiIssued 2010) shall be applied to redeem the Senior Unsecured Notes until redeemed in full (it being understood that to the extent New Senior Unsecured Notes (Issued 2010) are issued prior to the date that the Senior Unsecured Notes may be redeemed pursuant to their terms and any redemption notice delivered with respect thereto, the Senior Unsecured Notes may remain outstanding until the first date that they are permitted to be so redeemed); (iii) Indebtedness under the ABL Facility, so long as immediately after the incurrence of such Indebtedness, the aggregate principal amount does not exceed the ABL Capgreater of $35,000,000 and the Borrowing Base; (iv) (a) Indebtedness among Loan Parties, and (Bb) Obligations subject to Section 6.04, Indebtedness owed by a Loan Party to another member of the Group that is not a Loan Party, (c) Indebtedness among the Foreign Subsidiaries (other than Loan Parties), (d) Indebtedness owed by the Foreign Subsidiaries of the U.S. Borrower to the Loan Parties under and (e) the LuxFinCo-U.S. Holdings Note, provided in the case of Indebtedness owed by the Foreign Subsidiaries of the U.S. Borrower to the Loan Documents; provided that (1) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) Parties incurred after the Aggregate Principal Amount Closing Date, 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 Indebtedness outstanding shall not exceed $25,000,000 at any timeone time when aggregated with the Investments made by the Loan Parties in the Equity Interests of Foreign Subsidiaries of the U.S. Borrower as permitted under Section 6.04(b); provided further (i) all such Indebtedness shall be evidenced by promissory notes and, except with respect to any Indebtedness owing to any Foreign Subsidiaries, all such notes shall be subject to a Lien pursuant to the Pledge Agreement, and (3ii) Secured Hedge Agreements except with respect to any intercompany Indebtedness among Foreign Subsidiaries (other than Loan Parties) all such Indebtedness shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly unsecured and subordinated in right of payment to the Term Loanspayment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent; (v) Guarantees by the Borrowers of Indebtedness of any Subsidiary of the Borrowers and by any Subsidiary of Indebtedness of the Borrowers or any other Subsidiary of the Borrowers, provided that Guarantees by the U.S. Borrower or any Subsidiary Loan Party of the U.S. Borrower of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04; (vi) Indebtedness in respect of Hedging Agreements; (vii) Indebtedness incurred by the Borrowers or any Subsidiary of the Borrowers constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims or self-insurance; (viii) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(a)(viii) of the Existing Credit Agreement and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Indebtedness and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (ix) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by the Parent or any Wholly Owned Subsidiary of the Parent pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Indebtedness), so long as (A) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (B) other than in the case of such Indebtedness of the BorrowerPermitted Acquisition of the target referred to as “Drummet”, or the Subsidiary Guaranty, aggregate principal amount of all such Indebtedness shall not exceed $20,000,000 at any one time outstanding and (C) in the case of a Subsidiarysuch Indebtedness of the Permitted Acquisition of the target referred to as “Drummet”, the aggregate principal amount of all such Indebtedness shall not exceed 107,000,000 Polish zlotys at any one time outstanding; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (vx) 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, provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence; (vixi) without duplication, Indebtedness permitted as Investments pursuant to Section 6.04; (xii) Indebtedness in with respect of to workmen’s compensation claims, self-insurance, performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance appeal bonds or other 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 purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 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 bonds required in the ordinary course of business that do not result in a Default or an Event of Default; (Bxiii) Indebtedness of the Borrowers or any of the Subsidiaries of the Borrowers consisting of take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (Axiv) additional Indebtedness comprised of secured Obligations in respect of Hedging Agreements (whether or Secured Hedge Agreements not secured, including without limitation, Capital Lease Obligations, mortgage financings or purchase money obligations) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent permitted to be entered into pursuant to the last proviso of fees, premiums and interest on such Indebtedness and payable in Section 7.02(a)(iiconnection with such refinancings, refundings, renewals, extensions or replacements thereof)); and (B) provided that the aggregate principal amount of all such Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15shall not exceed $25,000,000 for all such Indebtedness at any time outstanding; (xixv) 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 Indebtedness, if any, arising from agreements of the Borrower or a Subsidiary Borrowers and the Subsidiaries providing for indemnification, adjustment of purchase price, earn outs price or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly otherwise 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; (xivxvi) guarantees Indebtedness, if any, arising from the contingent payment in respect of the Merger pursuant to Section 2.10 of the Merger Agreement; (xvii) (a) Indebtedness of any Acquired Loan Party or any Foreign Subsidiary of the U.S. Borrower (whether or not secured), consisting of local lines of credit incurred in the ordinary course of business of such Acquired Loan Party or Foreign Subsidiary of the obligations U.S. Borrower and not constituting guaranteed by Parent, the Borrowers or any Loan Party (other than any Acquired Loan Party) and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Indebtedness and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); provided that the aggregate principal amount of suppliersall such Indebtedness shall not exceed the United States dollar equivalent of $40,000,000 at any time outstanding and (b) the Fortis Line of Credit and any refinancings, customersrefundings, distributorsrenewals, franchisers and licenseesextensions or replacements thereof; provided that the aggregate principal amount of all such Indebtedness under this clause (b) shall not exceed the United States dollar equivalent of $10,000,000 at any time outstanding; (xvxviii) the incurrence Luxembourg Equity Arrangements to the extent constituting Indebtedness; (xix) Permitted Additional Indebtedness in an aggregate principal amount of all such Indebtedness not exceeding $200,000,000 at any time outstanding, and any refinancings, refundings, renewals, extensions or replacements thereof (without shortening the maturity of, or increasing the principal amount thereof (except to the extent of fees, premiums and interest on such Indebtedness and payable in connection with such refinancings, refundings, renewals, extensions or replacements thereof)); (xx) Indebtedness incurred by the Borrower Parent or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of Permitted Refinancing Indebtedness in exchange for, purchase price 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) including, Indebtedness consisting of the Borrower deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Parent or any of its Subsidiaries such Subsidiary pursuant to such agreements, 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 $1,000,000 at any time outstandingconnection with Permitted Acquisitions; and (xviiixxi) additional Refinancing Indebtedness to the extent that 100% of the cash proceeds therefrom (net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) are, substantially concurrently with the receipt thereof, applied solely to the prepayment of Term Loans or Incremental Loans being so refinanced in full in accordance with Section 2.11 on a dollar-for-dollar basis (including all accrued interest, fees and premiums (if any)); provided that (A) Parent and its Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 6.11 as of the last day of the most recently ended fiscal quarter after giving effect to the incurrence of such Indebtedness, (B) before and after giving effect to the incurrence of any Refinancing Indebtedness, each of the conditions set forth in Section 4.03 shall be satisfied, and (C) the U.S. Borrower or shall deliver to Administrative Agent at least five Business Days prior to the incurrence of such Refinancing Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through a certificate of a Financial Officer, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with clauses (xviiA) aboveand (B) of this clause (provided that such certificate shall be conclusive evidence that such terms and conditions satisfy such requirements unless Administrative Agent provides notice to the U.S. Borrower of its objection during such five Business Day period) and (ii) in an aggregate principal the case of Permitted First Priority Refinancing Debt, any customary legal opinions and/or reaffirmation agreements reasonably requested by Administrative Agent. In the event that any item of Indebtedness meets more than one of the categories set forth above, the U.S. Borrower in its sole discretion may classify such item of Indebtedness and only be required to include the amount and/or liquidation preference and type of such Preferred Stock outstanding Indebtedness in one or more of such clauses, at any time not to exceed $5,000,000its election.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any provided that the Parent Borrower may incur Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Restricted Subsidiary may incur Indebtedness if (except x) immediately before and after such incurrence, no Default shall have occurred and be continuing and (y) the Total Leverage Ratio for the Test Period immediately preceding such incurrence would be less than or equal to 7.5 to 1.0 (calculated on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom) as specified below) may incur, if such Indebtedness had been incurred and the application of the proceeds therefrom had occurred on the first day of such Test Period); provided that Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to the foregoing clause exception in an aggregate principal amount at any time outstanding in excess of the greater of $300,000,000 and 2.75% of Total Assets, in each case determined at the time of incurrence. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (a) will not prohibit the incurrence of, each and all Indebtedness of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Parent Borrower and any Subsidiary):the Restricted Subsidiaries under the Loan Documents; (i) Indebtedness existing on the date hereof; provided that any Indebtedness that is in excess of (x) $10,000,000 individually or (y) $35,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this clause (b) that is not set forth on Schedule 7.03(b)) shall only be permitted under this clause (b) to the extent such Indebtedness is set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))hereof; (iic) Guarantees by the Parent Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any of the Restricted Subsidiaries otherwise permitted hereunder (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Agreement or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”Section 7.03); provided that the Aggregate Principal Amount (A) no Guarantee by any Restricted Subsidiary of the ABL Obligations at Senior Subordinated Notes or any one time outstanding under this clause (ii) other Junior Financing shall not exceed the ABL Cap, be permitted unless such Restricted Subsidiary shall have also become a Subsidiary Borrower hereunder and (B) Obligations of if 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 Indebtedness being Guaranteed is subordinated 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 Obligations, such Guarantee shall be limited subordinated to the Obligations on terms at least as favorable to the Lenders as those incurred for contained in the purpose subordination of hedging commodity pricessuch Indebtedness; (iiid) Indebtedness owed to of the Parent Borrower or any of its the Restricted Subsidiaries evidenced by an unsubordinated promissory note; provided that if owing to the Parent Borrower or any of its Subsidiaries is other Restricted Subsidiary to the obligor on such Indebtednessextent constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness must of any Loan Party owed to any Person that is not a Loan Party shall be expressly subordinated in right of payment subject to the Term Loans, subordination terms set forth in the case Section 5.03 of the Borrower, or the Subsidiary Guaranty, in the case of a SubsidiarySecurity Agreement; (ivi) Guarantees Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of the Term Loans and Guarantees of Indebtedness of the Borrower fixed or any Subsidiary by the Borrower or any Subsidiarycapital assets; provided that such Indebtedness is permitted by incurred concurrently with or within two hundred and made in accordance with this Section 7.02; seventy (v270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, (iii) Indebtedness arising from under Capitalized Leases other than those in effect on the honoring by a bank date hereof or other financial institution entered into pursuant to subclauses (i) and (ii) of a checkthis clause (e) and, draft or similar instrument inadvertently in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness at any one time outstanding incurred pursuant to this clause (except e) shall not exceed the greater of $250,000,000 and 2.25% of Total Assets, in each case determined at 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 time of incurrence; (vif) Indebtedness in respect of performance bondsSwap Contracts designed to hedge against interest rates, bankers’ acceptances, workers’ compensation claims, surety foreign exchange rates or appeal bonds, payment obligations commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Parent Borrower or any Restricted Subsidiary (i) assumed in connection with self-insurance any Permitted Acquisition or similar obligations(ii) incurred to finance a Permitted Acquisition, and bank overdrafts in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) (and letters any Permitted Refinancing of credit the foregoing) and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed the greater of $200,000,000 and 2.0% of Total Assets, in respect thereofeach case determined at the time of incurrence; (h) [Reserved]; (i) Indebtedness representing deferred compensation to employees of the Parent Borrower and its Subsidiaries incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Parent Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Parent Borrower or any of its the Restricted Subsidiaries after the Closing Date; providedin a Permitted Acquisition, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business other Investment expressly permitted hereunder or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsany Disposition, in each case to the extent permitted pursuant to Section 7.15constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (xil) endorsement Indebtedness consisting of negotiable instruments for deposit obligations of the Parent Borrower and the Restricted Subsidiaries under deferred compensation or collection other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar transactions arrangements in the ordinary course of businessbusiness and any Guarantees thereof; (xiin) 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 the greater of $5,000,000; provided, however550,000,000 and 5.0% of Total Assets, in each case determined at the case time of any disposition, incurrence; provided that a maximum of the maximum greater of $300,000,000 and 2.75% of Total Assets in aggregate principal amount of such Indebtedness does not exceed may be incurred by Non-Loan Parties, in each case determined at the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such dispositiontime of incurrence; (xivo) guarantees 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; (p) Indebtedness incurred by the Parent Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of the 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 not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesregarding workers compensation claims; (xvq) the incurrence obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of its the Restricted Subsidiaries or obligations in respect of Permitted Refinancing Indebtedness letters of credit, bank guarantees or similar instruments related thereto, 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 each case in the ordinary course of business or consistent with past practice; (r) [Reserved]; (s) [Reserved]; (t) Indebtedness in an aggregate principal amount not to exceed the greater of $1,000,000 4,375,000,000 and such amount such that the Senior Secured Leverage Ratio for the immediately preceding Test Period is less than or equal to 4.50 to 1.00 at the time of incurrence (calculated on a Pro Forma Basis) at any time outstanding under the CF Facilities and any Permitted Refinancing thereof; (i) Indebtedness (A) under the Senior Interim Loan Facility, (B) under the Senior Subordinated Interim Loan Facility and (C) in respect of the Senior Notes, the Senior Subordinated Notes and the Exchange Notes (including any guarantees thereof), the exchange notes and related exchange guarantees to be issued in exchange for such Senior Notes, Senior Subordinated Notes and Exchange Notes pursuant to the respective registration rights agreement entered into in connection with the issuance of such Senior Notes, the Senior Subordinated Notes and the Exchange Notes; provided that the aggregate principal amount at any time outstanding of the Indebtedness incurred pursuant to this clause (u)(i) shall not exceed $2,565,000,000 plus any increase in the aggregate principal amount thereof arising from the payment of interest in kind and (ii) in each case, any Permitted Refinancing thereof; (v) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, does not exceed $50,000,000; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above and (x) through (z) below; (x) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (y) Indebtedness incurred in the ordinary course of business in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and (xviiiz) additional Indebtedness in respect of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) Permitted Subordinated Notes to the extent the Net Cash Proceeds (as defined in the CF Credit Agreement) therefrom are immediately after the receipt thereof, offered to prepay indebtedness of the Parent Borrower to the extent required by the CF Credit Agreement and (ii) any Permitted Refinancing of the foregoing. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Borrower. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. For purposes of determining compliance with this Section 7.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (b) through (xviiz) (other than clauses (t) and (u)) above, the Parent Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) in an aggregate principal and will only be required to include the amount and/or liquidation preference and type of such Preferred Stock Indebtedness in one or more of the above clauses; provided that (i) all Indebtedness outstanding at any time under the Loan Documents will be deemed to have been incurred on such date in reliance only on the exception in clause (a) of Section 7.03, (ii) all Indebtedness outstanding under the CF Facilities will be deemed to have been incurred on such date in reliance only on the exception of clause (t) of Section 7.03 and (iii) all Indebtedness outstanding under the Senior Interim Loan Facility, the Senior Subordinated Interim Loan Facility, the Senior Notes, the Senior Subordinated Notes and the Exchange Notes will be deemed to have been incurred on such date in reliance only on the exception of clause (u) of Section 7.03. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to exceed $5,000,000be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. (a) CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except; (a) will not prohibit the incurrence ofObligations, each Hedging Liability (other than for speculative purposes), and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations of the Borrower and any Subsidiary):its Restricted Subsidiaries; (ib) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred owed pursuant to Section 7.02(a)(ii) Hedge Agreements entered into in the ordinary course of business and not this Section 7.02(a)(i)for speculative purposes with Persons other than Lenders (or their Affiliates); (iic) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries to the extent permitted by Section 6.17; (Ad) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in connection with respect of capital expenditures, whether through the Credit Facilities (but excluding Obligations owed under this Agreement direct purchase of assets or the purchase of capital stock of any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”)Person owning such assets; provided that the Aggregate Principal Amount aggregate principal amount of the ABL Obligations at any one time Indebtedness outstanding under this clause (iid), together with any Refinancing Indebtedness incurred under clause (r) below in respect thereof, shall not exceed the greater of $75.0 million and 1.0% of Consolidated Total Assets (measured as of the date such Indebtedness is issued or incurred and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1(a) or (b), but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination); (e) Indebtedness of the Borrower and its Restricted Subsidiaries not otherwise permitted by this Section; provided that the aggregate amount of Indebtedness outstanding under this clause (e) shall not exceed the ABL Cap, greater of $300.0 million and 4.0% of Consolidated Total Assets (B) Obligations measured as of the Loan Parties under date such Indebtedness is issued or incurred and based upon the Loan Documents; provided that (1) any Hedging Agreement financial statements most recently delivered on or Secured Hedge Agreement shall otherwise be permitted prior to such date pursuant to Section 7.15; 6.1(a) or (2) the Aggregate Principal Amount of b), but giving effect to any such Obligations arising under any Hedging Agreement Specified Transaction occurring thereafter and on or Secured Hedge Agreement entitled prior to the benefit date 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 pricesdetermination); (iiif) Indebtedness owed to the Borrower or Contingent Obligations incurred by (i) any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated Restricted Subsidiary in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees respect of Indebtedness of the Borrower or any other Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; provided that any such Contingent Obligations incurred by the Borrower or any Subsidiary; provided Loan Party with respect to Indebtedness incurred by any Subsidiary that such Indebtedness is permitted not a Loan Party, must not be prohibited by and made in accordance with this Section 7.026.17; (vg) 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 in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) Contingent Obligations incurred in the ordinary course of businessbusiness in respect of obligations to suppliers, customers, franchisees, lessors, licensees or distribution partners; (viii) unsecured (other than vendor’s liens arising by operation of law) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost in respect of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions obligations 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 Restricted Subsidiary to pay the deferred purchase price of its Subsidiaries after the Closing Dategoods or services or progress payments in connection with such goods and services; provided, however, provided that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (Bii) take-or-pay unsecured Indebtedness in respect of intercompany obligations contained of the Borrower or any Restricted Subsidiary in supply arrangements entered into respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of businessbusiness and not in connection with the borrowing of money; (Ai) 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 any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs price or similar obligations, in each case, incurred entered into in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly capital stock permitted under the terms of this Agreementhereunder, other than Indebtedness or guarantees of Indebtedness Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or Subsidiary capital stock 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 ; (j) Indebtedness arising from agreements of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a any Restricted Subsidiary providing for earn-outs, indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with such dispositionPermitted Acquisitions or other investments permitted under Section 6.17; (xivk) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesmoney or Hedge Agreements; (xvl) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (m) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent contractors of the Borrower (or its direct or indirect parent) and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with the consummation of the First Restatement Agreement Transactions or any Permitted Acquisition or other investment whether consummated prior to the Second Restatement Effective Date or permitted under Section 6.17; (n) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Borrower or any of its direct or indirect parent companies permitted by Section 6.18; (o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (p) Indebtedness of the Borrower and its Restricted Subsidiaries in existence on the Second Restatement Effective Date and set forth in all material respects on Schedule 6.14; (q) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (r) the incurrence by the Borrower or any Restricted Subsidiary of Indebtedness which serves to refund or refinance any Indebtedness permitted under clauses (a), (d), (p), (q), (s), (u), (v), (w), (x) and (y) of this Section 6.14 or any Indebtedness issued to so refund, replace or refinance (herein, “refinance”) such Indebtedness, including, in each case, additional Indebtedness incurred to pay accrued but unpaid interest, premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its Subsidiaries of Permitted respective maturity; provided, however, that such Refinancing Indebtedness: (A) (other than with respect to Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge, that refinances Indebtedness that was permitted by this Agreement to be incurred under clause (a) of this Section 6.14) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced; (B) to the extent such Refinancing Indebtedness refinances Indebtedness permitted under clause (a) of this Section 6.14 (i) if secured (w) is secured only by the Collateral and on a pari passu or subordinated basis with the Obligations, (x) is subject to customary intercreditor arrangements, the material terms of which are reasonably satisfactory to the Administrative Agent, (y) in the case of the refinancing of any Term Facility shall not have a shorter Weighted Average Life to Maturity than the Term Loans being refinanced and (z) in the case of the refinancing of any Revolving Facility does not have required scheduled amortization or commitment reductions earlier than the Revolving Credit Termination Date, (ii) has a maturity date no earlier than the latest maturity date of the relevant tranche or Class of Facilities being refinanced or replaced and (iii) has terms (excluding pricing, fees, rate floors, optional prepayment or redemption terms, subordination terms (such subordination terms to be on current market terms) and maturity date) that are not, when taken as a whole, materially more favorable to the lenders providing such Refinancing Indebtedness than those applicable to the relevant tranche or Class of Facilities being refinanced or replaced (except for covenants or other provisions applicable only to periods after the then-existing latest final maturity date of the relevant tranche or Class of Facilities being refinanced or replaced) or are on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith); (xvi) [Intentionally omitted]; (xviiC) to the extent constituting such Refinancing Indebtedness refinances Indebtedness that was originally (1) subordinated or pari passu to the Obligations (other than Indebtedness incurred under clause (w) of this Section 6.14), such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded, (2) secured by the Collateral on a pari passu or junior basis, such Refinancing Indebtedness is secured only by the Collateral and only to the extent as the Indebtedness being refinanced or refunded (but, for the avoidance of doubt, may be unsecured), (3) secured by assets other than the Collateral, such Refinancing Indebtedness is secured only by assets other than the Collateral or (4) unsecured, such Refinancing Indebtedness is unsecured; and (D) shall not include Indebtedness of a non-Loan Party that refinances Indebtedness of a Loan Party. (s) Indebtedness of (x) the Borrower or any Subsidiary incurred to finance a permitted Acquisition or (y) Persons that are acquired by the Borrower or any Subsidiary or merged into the Borrower or a Subsidiary in a permitted Acquisition in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such permitted Acquisition; provided that such Indebtedness under this clause (y) is not incurred in contemplation of such permitted Acquisition; provided further that: (A) no Default exists or shall result therefrom; (B) any Indebtedness incurred in reliance on clause (x) of this Section 6.14(s) shall not be secured by a Lien and shall not mature or require any payment of principal, in each case, prior to the date which is 91 days after the latest final maturity date of any Class of Term B Loans outstanding at the time of the incurrence of such Indebtedness; (C) in the case of any Indebtedness incurred in reliance on clause (y) of this Section 6.14(s) the aggregate principal amount of such Indebtedness that is secured by any Lien, indemnification obligations together with all Refinancing Indebtedness in respect thereof, shall not exceed $150.0 million; and (D) subject to subclause (C) above, immediately prior to, and other similar obligations after giving effect to such permitted Acquisition, at the Borrower’s option either on the date of execution of the related acquisition agreement or on the date such Acquisition is consummated, the Borrower and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22 recomputed as of the last day of the most recently completed period for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (including advancement of expensesb); (t) Indebtedness of the Borrower or any of its Restricted Subsidiaries supported by a letter of credit in favor a principal amount not to exceed the face amount of directorssuch letter of credit; (u) secured or unsecured notes issued in lieu of Incremental Facilities (such notes, officers“Incremental Equivalent Debt”); provided that if secured (i) is secured only by the Collateral and on a pari passu or subordinated basis with the Obligations and (ii) is subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and provided, employeesfurther that any such Incremental Equivalent Debt (x) otherwise satisfies clauses (A), consultants (B), (D), (F), (I), (J) and (K) of Section 2.14(a) as if such Incremental Equivalent Debt were an Incremental Facility and (y) does not exceed the Incremental Cap; provided further that no Incremental Equivalent Debt may be secured by any Collateral (or agents assets that would constitute Collateral if the Obligations were secured by such assets) at any time that the Obligations are not secured by the Collateral as a result of any release of Collateral pursuant to Section 9.13; (v) senior subordinated or subordinated unsecured Indebtedness of the Borrower or any of its Subsidiaries extended Restricted Subsidiaries; provided that the terms of such Indebtedness (excluding pricing, fees, rate floors, optional prepayment or redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the Borrower in good faith) to the ordinary course lenders providing such Indebtedness than those applicable to the Facilities (other than any covenants or any other provisions applicable only to periods after the Final Maturity Date (in each case, as of business the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in an aggregate principal amount good faith) and provided further, that, after giving effect thereto, (i) the Leverage Ratio does not exceed 5.75:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to exceed $1,000,000 at any time outstanding; andbe delivered pursuant to Section 6.1(a) or (b) and (ii) no Event of Default shall have occurred and be continuing or would result therefrom; (xviiiw) additional senior unsecured Indebtedness of the Borrower or any of its Restricted Subsidiaries; provided that the terms of such Indebtedness of (excluding pricing, fees, rate floors, optional prepayment or Preferred Stock issued redemption terms and subordination terms (such subordination terms to be on current market terms)) are not, when taken as a whole, materially more favorable (as reasonably determined by the Borrower in good faith) to the lenders providing such Indebtedness than those applicable to the Facilities (other than any Subsidiary covenants or any other provisions applicable only to periods after the Final Maturity Date (in addition to each case, as of the incurrence of such Indebtedness)) or is otherwise on current market terms for such type of Indebtedness permitted under clauses or is otherwise on current market terms for such type of Indebtedness (as reasonably determined by the Borrower in good faith) and provided further that, after giving effect thereto, (i) through the Leverage Ratio does not exceed 5.75:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (xviib) aboveand (ii) in an aggregate principal amount and/or liquidation preference no Event of such Preferred Stock outstanding at Default shall have occurred and be continuing or would result therefrom; (x) additional secured Indebtedness of the Borrower or any time of its Restricted Subsidiaries provided that after giving effect thereto, the Senior Secured Leverage Ratio does not to exceed $5,000,000.4.85:1.00, calculated on a Pro Forma Basis as of the last day of the most recently ended p

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Createthe Obligations; (b) Indebtedness of Parent or its Restricted Subsidiaries with respect to Capital Lease Obligations and purchase money Indebtedness in an aggregate principal amount outstanding not to exceed, incur, assume or suffer to exist (for purposes at the time of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoingincurrence thereof, the Borrower greater of (x) $250,000,000 and (y) 5 % of Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided that any Subsidiary such Indebtedness shall be secured only by the asset (except as specified below) may incurincluding all accessions, attachments, improvements and the foregoing proceeds thereof) acquired, constructed or improved in connection with the incurrence of such Indebtedness; (c) Indebtedness of any Loan Party in an aggregate outstanding principal amount not to exceed, at the time of incurrence, the sum of (i) the Shared Incremental Amount plus (ii) an amount such that, after giving effect to the incurrence of such amount, the Total Net Leverage Ratio would not exceed 3.0 to 1.0 for the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis (without giving effect to any substantially simultaneous incurrence of Indebtedness made pursuant to the Shared Incremental Amount); provided, that the Borrower may elect to use clause (aii) will not prohibit the incurrence of, each and all of the following (above prior to using clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower above, and any Subsidiary): if both clause (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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) are available, unless otherwise elected by the Borrower, then the Borrower will be deemed to have elected to use clause (ii) above first; provided, further that such Indebtedness incurred pursuant to this clause (c) (w) does not mature earlier than the latest Maturity Date (as determined as of the date of incurrence of such Indebtedness), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (x) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization and prepayment premiums) no more restrictive than those with respect to the Revolving Loans provided for herein (except for covenants or other provisions which are provided to the existing Lenders or are applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Indebtedness) and, in the case of any Permitted Convertible Indebtedness, any provisions customary for convertible notes), (y) to the extent guaranteed, shall not exceed the ABL Cap, and (B) Obligations of be guaranteed by any Person other than the Loan Parties under the Loan Documentsand (z) shall be unsecured; (d) subject to compliance with Section 6.7, Indebtedness of any Restricted Subsidiary to Parent or to any other Restricted Subsidiary, or of Parent to any Restricted Subsidiary; provided that (1) all such Indebtedness owing by a Loan Party to 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 Restricted Subsidiary that is not exceed $25,000,000 at any time; and (3) Secured Hedge Agreements a Guarantor shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly unsecured and subordinated in right of payment to the Term Loans, payment in the case full of the Borrower, or the Subsidiary Guaranty, in the case of a SubsidiaryObligations; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (ve) Indebtedness arising from the honoring by a bank or other financial institution of a checkwhich may be deemed to exist pursuant to any Guarantees, draft performance, statutory or similar instrument inadvertently obligations (except including in the case of daylight overdraftsconnection with workers’ compensation) 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 or obligations in respect of performance letters of credit, surety bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance bank guarantees or similar obligations, and bank overdrafts (and letters of credit in respect thereof) instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under clause (k) of Article VIII; (viif) Indebtedness (including in connection with cash management or custodial agreements, netting services, overdraft protections and otherwise similarly in connection with deposit accounts and Indebtedness represented by Capitalized Lease Obligationsin connection with credit card, mortgage financings debit card or purchase money obligations) incurred other similar cards 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000payment processing services; (viiig) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements subject to the extent permitted to be entered into pursuant to the last proviso in compliance with Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements6.7, 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 Guarantees 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 Parent of Indebtedness arising from agreements of the Borrower a Restricted Subsidiary of Parent or Guarantees by a Restricted Subsidiary providing indemnification, adjustment of purchase price, earn outs Parent of Indebtedness of Parent or similar obligationsanother Restricted Subsidiary of Parent with respect, in each case, to Indebtedness otherwise permitted to be incurred in connection with pursuant to this Section 6.1; provided that if the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under Indebtedness that is being guarantied is unsecured and/or subordinated to 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 dispositionObligations, the maximum principal amount of such Indebtedness does not exceed Guarantee shall also be unsecured and/or subordinated to the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such dispositionObligations; (xivh) guarantees Indebtedness existing on the Effective Date and described 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) Schedule 6.1 to the extent constituting IndebtednessDisclosure Letter, 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 each case in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; and (xviii) additional Indebtedness the amounts set forth therein as of the Borrower or Effective Date and any Refinancing Indebtedness of or Preferred Stock issued by any Subsidiary (in addition thereof; provided that Indebtedness pursuant to Indebtedness the Asset-Based Facility Agreement shall not be permitted under clauses this clause (h) to the extent any Revolving Loans are outstanding; (i) through obligations under any Swap Agreement, provided, that with respect to obligations other than obligations under a Permitted Call Spread Transaction, such obligations are entered into in order to effectively cap, collar or exchange interest rates (xviifrom floating to fixed rates, from one floating rate to another floating rate or otherwise) abovewith respect to any interest-bearing liability or investment of Parent or any Restricted Subsidiary of Parent, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (j) Indebtedness incurred in respect of any Fulfillment Center Development or Fulfillment Center Expansion; (k) Indebtedness incurred in respect of any Permitted Fintech Financing; provided that any Indebtedness incurred pursuant to this clause (k) that is unsecured shall not exceed the Shared Incremental Amount; provided, further that such Indebtedness incurred pursuant to this clause (k) (w) does not mature earlier than the latest Maturity Date (as determined as of the date of incurrence of such Indebtedness), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (x) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization and prepayment premiums) no more restrictive than those with respect to the Revolving Loans provided for herein (except for covenants or other provisions which are provided to the existing Lenders or are applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Indebtedness) and, in the case of Permitted Convertible Indebtedness, any provisions customary for convertible notes) and (y) to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties; (l) Indebtedness of Parent or its Restricted Subsidiaries (which shall not be in the form of revolving Indebtedness) in an aggregate principal amount and/or liquidation preference outstanding not to exceed, at the time of incurrence thereof, the greater of (x) $250,000,000 and (y) 5% of Consolidated Total Tangible Assets of Parent and its Restricted Subsidiaries as of the last day of the most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis; provided that the aggregate principal amount of Indebtedness permitted to be incurred under this clause (l) shall be reduced on a dollar for dollar basis in respect of any Indebtedness incurred under the Shared Incremental Amount in excess of $1,000,000,000; provided, further that such Indebtedness incurred pursuant to this clause (l) (w) does not mature earlier than the latest Maturity Date (as determined as of the date of incurrence of such Preferred Stock Indebtedness), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (x) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any time term loans, amortization and prepayment premiums) no more restrictive than those with respect to the Revolving Loans provided for herein (except for covenants or other provisions which are provided to the existing Lenders or are applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Indebtedness) and, in the case of Permitted Convertible Indebtedness, any provisions customary for convertible notes), and (y) to the extent guaranteed, shall not to exceed $5,000,000be guaranteed by any Person other than the Loan Parties; and (m) Indebtedness of Parent or its Restricted Subsidiaries arising out of insurance premium financings in the ordinary course of business.

Indebtedness. Each Obligor will not, and will not permit any of its Subsidiaries (aother than a member of the CEAL Group to which the CEAL Exception Conditions apply (save in respect of paragraph (q) Createbelow)) to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (for purposes a) Indebtedness incurred pursuant to this Agreement and the other Finance Documents; (b) Existing Indebtedness outstanding on the Initial Borrowing Date, without giving effect to any subsequent extension, renewal or refinancing thereof, except that the Third Party Existing Indebtedness as set out in Section A of Part II of Schedule 10 (Existing Indebtedness) may be Refinanced, or successively Refinanced, through one or more issues of Permitted Refinancing Indebtedness; (c) Indebtedness (including, without limitation, Indebtedness of such persons evidenced by Capitalised Lease Obligations entered into in accordance with the relevant requirements of Clause 26.8 (Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-laws and Certain Other Agreements; etc.), Indebtedness of such persons of the type described in Clause 26.1(i) (Liens), Permitted Acquired Debt and Seller Debt and such other Indebtedness as is incurred pursuant to this Section 7.02, collectively, “incur”paragraph (c)) any Indebtedness or issue any Preferred Stock. Notwithstanding of (i) the foregoingParent, the Borrower and one or more Qualified Guarantors or (ii) in the case of Permitted Acquired Debt only, the respective Subsidiary or Subsidiaries acquired pursuant to such Permitted Acquisition, provided that: (A) no Default or Event of Default shall exist at the time of the incurrence of such Indebtedness and immediately after giving effect thereto; and (B) the aggregate principal amount of Indebtedness at any time outstanding pursuant to this paragraph (c) does not exceed €160,000,000 (or its equivalent in other currencies), of which no more than €60,000,000 (or its equivalent in other currencies) shall at any time outstanding constitute Indebtedness other than Permitted Subordinated Indebtedness, with the balance required at all times to constitute Permitted Subordinated Indebtedness; (d) Indebtedness under non-speculative Other Interest Hedging Agreements; (e) Indebtedness of any Guarantor owed to the Parent or any other Subsidiary of the Parent (not an inactive Material Subsidiary), provided that (i) any such Indebtedness (unless owed to the Borrower) shall be subordinated as, and to the extent, required by the last sentence of this Clause 26.4 and (ii) at the first time that any person other than the Parent or any Subsidiary of the Parent (not an inactive Material Subsidiary) owns or holds any such Indebtedness or any person other than the Borrower or (other than in the case of Indebtedness owed by the Borrower) any Qualified Obligor holds a Lien in respect of such Indebtedness, the debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this paragraph (e); (f) Indebtedness of any Subsidiary of the Parent which is not a Guarantor owed to the Parent or any other Subsidiary of the Parent, provided that (i) any such Indebtedness owed to any Qualified Obligor shall (except as specified belowotherwise provided in the Intercreditor Deed) may incurbe unsubordinated and (ii) at the first time that any person other than the Parent or any Subsidiary thereof owns or holds any such Indebtedness or any person (other than the Borrower or any Qualified Obligor) holds a Lien in respect of such Indebtedness, and the foregoing clause respective debtor shall be deemed to have incurred at such time Indebtedness not permitted by this paragraph (af); (g) will not prohibit the incurrence ofin addition to any Indebtedness permitted by paragraph (f) above, each and all Indebtedness of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Parent or any Wholly-Owned Subsidiary of the Borrower Parent to the Parent or another Wholly-Owned Subsidiary of the Parent constituting the purchase price in respect of intercompany transfers of assets made in the ordinary course of business to the extent not constituting Indebtedness for borrowed money; (h) Indebtedness evidenced by Other Currency/Commodities Hedging Agreements entered into pursuant to Clause 26.5(e) (Advances, Investments and any Subsidiary):Loans); (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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, Parent 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from 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 under performance bonds, bankers’ acceptances, documentary credit obligations to provide security for workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, claims and bank overdrafts (and letters of credit overdrafts, in respect thereof) each case incurred in the ordinary course of business, provided that any obligations arising in connection with such bank overdraft Indebtedness is extinguished within five Business Days; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Parent or any of its Subsidiaries after the Closing Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements providing for indemnification related to sales of the Borrower goods or a Subsidiary providing indemnification, adjustment of purchase price, earn outs price or similar obligations, obligations in each case, any case incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under of 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 dispositionParent; (xivk) guarantees accounts payable to vendors for goods and services obtained in the ordinary normal course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesunder customary terms and conditions; (xvl) Indebtedness of the incurrence Borrower, and subordinated guarantees thereof by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange forParent and the Guarantors, or under the net proceeds of which are used to extendSenior Subordinated Notes, renewthe other Senior Subordinated Note Documents, 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 Senior Subordinated Convertible Bonds and the 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 Senior Subordinated Convertible Bond Documents in an aggregate principal amount not to exceed $1,000,000 350,000,000 and €114,819,000 (as (x) increased, as a result of the issuance of any additional Senior Subordinated Notes to pay-in-kind any regularly accruing interest on any outstanding Senior Subordinated Notes (or any Permitted Refinancing Indebtedness, other than the Senior Subordinated Notes, issued to refinance same) in accordance with the terms applicable to the Senior Subordinated Notes and (y) reduced by any repayments of principal thereof except for any such repayments to the extent made as a result of the issuance of refinancing Senior Subordinated Notes in accordance with the definition of Senior Subordinated Notes contained herein); (m) Indebtedness which may be deemed to exist pursuant to one or more Permitted Receivables Transactions; (n) obligations incurred in the ordinary course of business in respect of bank overdrafts and with respect to cash management and operating account arrangements, provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money; (o) additional unsecured Indebtedness of the Parent or the Borrower consisting of (x) unsecured guarantees by the Parent or the Borrower of obligations (which guaranteed obligations do not themselves constitute Indebtedness) of one or more Wholly-Owned Subsidiaries of the respective guarantor that are themselves Qualified Obligors, and (y) unsecured guarantees by the Parent or the Borrower of leases pursuant to which one or more Wholly-Owned Subsidiaries of the respective guarantors that are themselves Qualified Obligors are the respective lessee; (p) unsecured Indebtedness of Subsidiaries of the Parent (which are not Subsidiaries of the Borrower) incurred from local banks which are supported by one or more Documentary Credit, provided that Indebtedness shall be permitted to be incurred, and remain outstanding, pursuant to this paragraph (p) only to the extent that the aggregate outstanding principal amount thereof is at any time outstandingall times supported by a Documentary Credit issued pursuant to this Agreement with a face amount equal to or greater than the principal amount of the Indebtedness outstanding pursuant to this paragraph (p); and (xviiiq) additional Indebtedness incurred by the members of the CEAL Group for the purposes of the day-to-day running of its business provided that: (i) no Default or Event of Default shall exist at the time of the incurrence of each Indebtedness and immediately after giving effect thereto; (ii) the Parent and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of such Indebtedness; and (iii) the ratio of consolidated total net debt to consolidated EBITDA of the CEAL Group shall not be equal to or greater than 2.00:1.00, both before and after the incurrence of such Indebtedness. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, (y) in no event shall the Parent or the Borrower permit any Subsidiary of the Parent other than the Borrower or any Qualified Guarantor to incur any Indebtedness or any other obligation having any element of recourse to any Obligor or Preferred Stock issued by to any Subsidiary of its assets or property and (z) Affiliate Debt (excluding only Affiliate Debt where each obligee and obligor (including any guarantors) thereof are Subsidiaries of the Parent none of which are Obligors) shall only be permitted to be incurred and to remain outstanding if each obligee and each obligor (including any guarantors) with respect to such Affiliate Debt shall have become parties to the Intercreditor Deed in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000accordance with the terms thereof.

Indebtedness. (a) CreateEach of the Loan Parties shall not, and shall not permit any of its Restricted Subsidiaries to, at any time create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):except: (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Loan Documents; (ii) Existing Indebtedness as set forth on Schedule 7.2.1 (A) Obligations arising including any extensions or renewals thereof, provided there is no increase in connection with the Credit Facilities (but excluding Obligations owed under this Agreement amount thereof or any other Loan Documents) and Bank Product Agreements (collectively, significant change in the “ABL Obligations”terms thereof unless otherwise specified on Schedule 7.2.1); 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 owed Operating leases as and to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiaryextent permitted under Section 7.2.15 [Operating Leases]; (iv) Guarantees of Indebtedness secured by Purchase Money Security Interests and capital leases not exceeding $5,000,000 in the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02aggregate; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except Loan Party to another Loan Party which is subordinated in accordance with the case provisions of daylight overdrafts) drawn against insufficient funds in the ordinary course Section 7.1.11 [Subordination of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrenceIntercompany Loans]; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements Performance Guarantees entered into in the ordinary course of businessbusiness with respect to the performance of any obligation of any Loan Party; (Avii) Any Commodity Hedge, Lender-Provided Interest Rate Hedge, or other Interest Rate Hedge or 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 7.15under any Other Lender-Provided Financial Service Product; (xiviii) 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 Unsecured 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 a senior 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, subordinated note offering in an aggregate principal amount at any time outstanding not to exceed $5,000,000300,000,000 issued by the Parent and a to be formed, direct, wholly owned Subsidiary of Parent; provided, howeverthat (i) no Potential Default or Event of Default has occurred and is continuing or would exist after giving effect to the incurrence of such Indebtedness, in (ii) the case Loan Parties shall have delivered to the Agent at least five (5) days prior to on the date of any disposition, the maximum principal amount incurrence of such Indebtedness does not exceed a Compliance Certificate, demonstrating that they shall be in pro forma compliance with the gross cash financial covenants set forth herein as of the most recently ended fiscal quarter of the Loan Parties after giving effect to the proposed issuance of such Indebtedness, (iii) such Indebtedness has a maturity date at least one year after the Expiration Date hereunder and (iv) such Indebtedness contains terms no more restrictive than those set forth in this Agreement; provided further, that if such Indebtedness is incurred, no prepayment shall be made on such Indebtedness prior to the Expiration Date, other than the net after-tax proceeds actually received from an equity offering by the Borrower or a Subsidiary in connection with such dispositionParent; (xivix) guarantees Other unsecured Indebtedness (not set forth 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 subsections (i); ) through (xviviii) [Intentionally omitted]; (xvii) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement of expensesabove) of the Borrower or any of its Loan Parties and Restricted 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 $1,000,000 15,000,000 at any one time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. Unless approved in writing by the Majority Banks, the Borrower shall not, and shall not permit its Restricted Subsidiaries to, create, enter into, or allow to exist any Debt other than (a) Createobligations incurred under this Agreement; (b) Debt, incurnot to exceed in the aggregate $200,000,000; provided that, assume or suffer with respect to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses such Debt: (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): shall have completed the offering of at least thirty-six million (i$36,000,000) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); Dollars of Preferred Stock, (ii) the proceeds of such Debt shall be used solely for the purpose of financing Engines which do not constitute part of the Asset Base; (Aiii) Obligations arising such Debt shall be Non-Recourse Indebtedness, (iv) the collateral securing such Debt shall be held by a Special Purpose Financing Vehicle; (v) the Engines financed with the proceeds of such Debt shall be subject to Section 6.13 hereof and (vi) the final maturity shall be no less than the final maturity of this Credit Facility and average life shall be no less than the remaining average life of this Credit Facility; and (c) Debt, not to exceed $55,000,000 in the aggregate; provided, that, except for Debt incurred in connection with the Credit Facilities (but excluding Obligations owed purchase of aviation assets which do not constitute part of the Asset Base and that are secured solely by such assets, the Borrower shall not incur any Debt relating to the financing or refinancing of Eligible Engines except for Eligible Engines which Borrower is unable to finance under this Agreement or any other Loan Documents(subject to Section 6.13) 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 except for the purpose of hedging commodity prices; US Bank Engines and (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdraftsDebt which is purchase money financing, the final maturity shall be no less than the final maturity of this Credit Facility and average life shall be no less than the remaining average life of this Credit Facility." (g) drawn against insufficient funds Section 6.10(a) (Restricted Payments) is hereby amended and restated to read in the ordinary course its entirety as follows: (a) declare, pay or set aside for payment or make any redemptions, repurchases, dividends or distributions of businessany kind with respect to its capital stock; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Borrower shall be permitted to declare and pay dividends on shares of such Indebtedness and/or the liquidation preference of such its Preferred Stock outstanding at any time may not exceed $5,000,000if no Potential Default or Event of Default exists prior to or after giving effect to such declaration, payment or reserve for payment;" (viiih) [Intentionally Omitted] (ix) Indebtedness consisting of (A) Section 6.11 is hereby amended to delete the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other words "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 as contemplated by the Borrower or a Subsidiary in connection with such disposition;WEF Funding Facility," and to capitalize the word "enter." (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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) Section 6.12 is hereby amended and restated to read in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000.its entirety as follows:

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, except: (a) the Obligations and the Nexstar Obligations; (i) second lien secured Indebtedness of the Borrower, so long as (A) after giving Pro Forma Effect to the incurrence of such Indebtedness and any related Specified Transaction, no Default has occurred and is continuing, (B) the Consolidated Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period, (C) such Indebtedness has a final maturity date equal to or later than 180 days after the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Term B Loans, and (D) the terms and conditions of such Indebtedness reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement on the date of issuance with respect to the Mission Entities (except for purposes covenants applicable only to the period after the Maturity Date of the Term B Loans) (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)); and (ii) any Permitted Refinancing thereof; (c) obligations of the Borrower and its Restricted Subsidiaries (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates; (d) Guarantee Obligations of the Mission Entities in respect of Indebtedness of any Loan Party otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, collectivelyif the Indebtedness being guaranteed is subordinated to the Obligations, “incur”such Guarantee Obligation shall be subordinated to the Guaranties of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of any Mission Entity owing to any Mission Entity to the extent constituting an Investment permitted by Section 7.03 (other than Section 7.03(f)); provided that all such Indebtedness incurred following the Closing Date of any Loan Party or any Restricted Subsidiary of a Loan Party owed to any Person that is not a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent; (f) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Mission Entities financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with or within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness or issue any Preferred Stock. Notwithstanding incurred to refinance the foregoing, Indebtedness set forth in the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (immediately preceding clauses (i) through and (xviiiii) comprising so long as the “Permitted Debt” principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Borrower Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02; provided that the aggregate principal amount of Indebtedness incurred by the Mission Entities under this Section 7.02(f) together with the aggregate principal amount of Indebtedness incurred by the Nexstar Entities under Section 7.02(f) of the Nexstar Credit Agreement and any Subsidiary):refinancing Indebtedness in respect of either thereof does not exceed the greater of (a) $25,000,000 and (b) 2.0% of Total Assets at the time of incurrence thereof; (g) (i) Indebtedness outstanding on of the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising Mission Entities assumed 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 DocumentsPermitted Acquisition; provided that (1A) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (B) the only obligors with respect to any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted Indebtedness incurred pursuant to Section 7.15; this clause (2g) 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 Persons who were obligors of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment prior to the Term Loans, in the case of the Borrower, such Permitted Acquisition (or the Subsidiary Guaranty, in the case of a Subsidiary; purchase of assets, the purchaser of such assets), and (ivC) Guarantees of the Term Loans both immediately before and Guarantees of Indebtedness of the Borrower or immediately after giving Pro Forma Effect to any Subsidiary by the Borrower or any Subsidiarysuch incurrence no Default shall have occurred and be continuing; provided that such the aggregate principal amount of Indebtedness is permitted incurred by and made in accordance with Non-Loan Parties under this Section 7.02; (v7.02(g) Indebtedness arising from and Section 7.02(t), and Section 7.02(g) and Section 7.02(t) of the honoring by a bank or other financial institution of a checkNexstar Credit Agreement, 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) and any Permitted Refinancing Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, any thereof does not exceed $25,000,000; and bank overdrafts (ii) any Permitted Refinancing of Indebtedness permitted by (and letters subject to the proviso of) the preceding clause (i); (h) Indebtedness of credit in respect thereof) the Mission Entities representing deferred compensation to employees of the Mission Entities incurred in the ordinary course of business; (viii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsof the Mission Entities to the current or former officers, mortgage financings directors, partners, managers, consultants and employees, their respective estates, spouses or purchase money obligations) incurred or Preferred Stock issued former spouses of the Mission Entities to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock Borrower, in each case as permitted by Section 7.09 in an aggregate amount under this Section 7.02(i) and under Section 7.02(i) of the Nexstar Credit Agreement not to exceed $10,000,000 at any one time outstanding; (j) Indebtedness incurred by the Mission Entities in a Person that becomes a SubsidiaryPermitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of the Fair Market Value of the real purchase price (including earn-outs) 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000other similar adjustments; (viii) [Intentionally Omitted] (ixk) Indebtedness consisting of obligations of the Mission Entities under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (Al) Cash Management Obligations and other Indebtedness of the Mission Entities in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course; (m) Indebtedness of the Mission Entities consisting of (i) the financing of insurance premiums in the ordinary course of business or (Bii) take-or-pay obligations contained in supply arrangements entered into arrangements, in each case incurred in the ordinary course of business; (An) Indebtedness comprised of secured Obligations incurred by the Mission Entities 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 letters of unsecured Obligations in respect of Hedging Agreementscredit, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection bank guarantees, banker’s acceptances, warehouse receipts or similar transactions 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; (xiio) the issuance by any obligations of the Borrower’s Subsidiaries to Mission Entities in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or to any other Subsidiaries Restricted Subsidiary or obligations in respect of shares letters of Disqualified Stock credit, bank guarantees or Preferred Stocksimilar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (xiiip) Intentionally Left Blank; (q) other unsecured Indebtedness of the Mission Entities, so long as immediately before and immediately after giving Pro Forma Effect to any such incurrence no Default shall have occurred and be continuing, provided, further, that (i) the aggregate principal amount of such Indebtedness incurred by Restricted Subsidiaries that are not Guarantors together with the Nexstar Restricted Subsidiaries that are not Guarantors shall not exceed $25,000,000 in the aggregate at any one time outstanding, (ii) such Indebtedness has a final maturity date equal to or later than 180 days after the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Term B Loans, and (iii) the terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries and any guarantor, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement with respect to the Mission Entities on the date of issuance (except for covenants applicable only to the period after the Maturity Date of the Term B Loans); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of Indebtedness arising from agreements such Indebtedness, together with a reasonably detailed description of the Borrower or a Subsidiary providing indemnification, adjustment material terms and conditions 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 such Indebtedness or guarantees drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); (r) Indebtedness incurred by a Non-Loan Party, and guaranties thereof by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisitionNon-Loan Party, in an aggregate principal amount at any time outstanding for all such Non-Loan Parties not to exceed the greater of (a) $5,000,0008,500,000 and (b) 1.00% of the aggregate Total Assets of all such Non-Loan Parties at the time of incurrence; (s) Indebtedness existing on the Closing Date and listed on Schedule 7.02(s) (the “Surviving Indebtedness”) and any Permitted Refinancing thereof; (i) unsecured Indebtedness of the Mission Entities incurred to finance a Permitted Acquisition; providedprovided that (A) immediately before and immediately after giving Pro Forma Effect to any such Permitted Acquisition, howeverno Default shall have occurred and be continuing, (B) after giving Pro Forma Effect to any such Permitted Acquisition and the incurrence of such Indebtedness and any related Specified Transaction, the Nexstar Borrower is in compliance with the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio Financial Covenants, in each case computed on a Pro Forma Basis as of the case end of any dispositionthe most recent Test Period, (C) such Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the maximum Term B Loans, (D) the terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that such Indebtedness shall not contain covenants (including financial maintenance covenants), taken as a whole, that are materially tighter (or in addition to), with respect to the borrower of such Indebtedness and its Restricted Subsidiaries and guarantors, than those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement on the date of issuance with respect to the Mission Entities (except for covenants applicable only to the period after the Maturity Date of the Term B Loans) (provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) and (E) the aggregate principal amount of such Indebtedness does that is incurred by Non-Loan Parties pursuant to this Section 7.02(t) and Section 7.02(g), and Section 7.02(t) and Section 7.02(g) of the Nexstar Credit Agreement shall not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition$25,000,000 at any one time outstanding; and (ii) any Permitted Refinancing thereof; (xivu) guarantees in so long as immediately before and immediately after giving Pro Forma Effect to any such incurrence no Default shall have occurred and be continuing, (i) subject to the ordinary course terms of business Section 2.05 with respect to the occurrence of the obligations not constituting a Repricing Transaction, unsecured or second Lien secured Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xv) the incurrence incurred 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) Mission Entities to the extent constituting that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.05(b)(iii); provided that (A) such Indebtedness shall not mature earlier than the Maturity Date with respect to the relevant tranche of Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, indemnification obligations the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations pursuant to the applicable Guaranty, (D) the other terms and other similar obligations conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; (E) with respect to the incurrence of second lien secured Indebtedness, a customary intercreditor agreement is entered into for the benefit of the Secured Parties and providing that such Liens securing such Indebtedness are second Liens and subordinate to the Liens securing the Obligations for the benefit of the Secured Parties, (F) such Indebtedness shall not contain covenants (including advancement financial maintenance covenants), taken as a whole, that are not materially tighter than (or in addition to) those contained in this Agreement and the Financial Covenants contained in the Nexstar Credit Agreement on the date of expenses) issuance (except for covenants applicable only to the period after the Maturity Date of the Term B Loans); provided that a certificate of a Responsible Officer of the Borrower or any of its Subsidiaries in favor of directors, officers, employees, consultants or agents of delivered to the Borrower or any of its Subsidiaries extended in Administrative Agent at least five Business Days prior to the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference incurrence of such Preferred Stock outstanding at any time not to exceed $5,000,000.Indebtedness, together with a reason

Indebtedness. (a) CreateNeither the Borrower nor any of the Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, the incurrence of which would cause the Borrower to violate the financial covenant set forth in Section 6.12 (for purposes giving effect to such incurrence of this Section 7.02Indebtedness on a pro forma basis as if such incurrence (and the application of any proceeds therefrom, collectively, “incur”) including the repayment of any Indebtedness or issue any Preferred Stock. Notwithstanding with the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all proceeds of the following (clauses (iIndebtedness being so incurred) through (xviii) comprising occurred on the “Permitted Debt” first day of the Borrower and any Subsidiary): (iapplicable four fiscal quarter period ended immediately prior to such incurrence) Indebtedness outstanding on to the extent such Section is in effect as of the date hereof of such determination (or would be in effect after giving effect to such incurrence of Indebtedness). It is understood and listed on Schedule 7.02 (provided agreed that any Indebtedness incurred under Section 6.01(a) of the Existing ABL Facility Credit Agreement, to the extent such Indebtedness was, at the time of such incurrence, permitted to be so incurred thereunder, shall be deemed to have been incurred under, and in compliance with, this Section 6.01(a) as of the Restatement Effective Date. (b) Neither the Borrower nor any of its Subsidiaries shall at any time permit the sum, without duplication, of (i) all Indebtedness of the Borrower and the Subsidiaries secured by Liens plus (ii) all Indebtedness of the Subsidiaries (including Subsidiaries acquired after the Effective Date) to exceed $500,000,000 at any time outstanding. (c) Notwithstanding anything to the contrary in paragraph (b) of this Section 6.01, the following Indebtedness of the Borrower and the Subsidiaries (including Subsidiaries acquired after the Effective Date) shall not be incurred pursuant to prohibited by Section 7.02(a)(ii6.01(b) and shall not be included in calculating the levels of Indebtedness permitted under Section 6.01(b) regardless of whether such Indebtedness is secured as permitted by Section 6.02: (i) (x) Indebtedness created under the Loan Documents and (y) other Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness (A) shall not be Indebtedness of an obligor that was not an obligor with respect to the original Indebtedness being extended, renewed or replaced (other than in the case of Guarantees otherwise permitted by clause (iii) of this Section 7.02(a)(i6.01(c)), (B) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium thereon), (C) shall not have an earlier maturity date or shorter weighted average life to maturity than the Indebtedness being extended, renewed or replaced and (D) shall be subordinated to the Obligations to the same extent as the Indebtedness being extended, renewed or replaced, if applicable; (ii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that (A) Obligations arising in connection with the Credit Facilities Indebtedness of any Subsidiary (but excluding Obligations owed under this Agreement or other than a Loan Party) owing to 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) Party shall not exceed the ABL Cap, be subject to Section 6.04 and (B) Obligations Indebtedness of the Loan Parties under the Loan Documents; provided that (1) Borrower to any Hedging Agreement Subsidiary or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under other Loan Party to any Hedging Agreement or Secured Hedge Agreement entitled other Subsidiary (other than a Loan Party) shall be subordinated to the benefit of Obligations on terms reasonably satisfactory to 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 pricesAdministrative Agent; (iii) Indebtedness owed to Guarantees by the Borrower or of Indebtedness of any of its Subsidiaries evidenced Subsidiary, and by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any other Subsidiary, provided that (A) the Indebtedness so Guaranteed shall not be prohibited by this Section (other than clause (c)(ii)) and (B) Guarantees by any Loan Party of Indebtedness of any Subsidiary (other than a Loan Party) shall be subject to Section 6.04; (A) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness that is assumed by the Borrower or any Subsidiary; Subsidiary or that remains Indebtedness of an acquired entity in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, and (B) extensions, renewals and replacements of any such Indebtedness so long as the outstanding principal amount of such extensions, renewals and replacements does not exceed the principal of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and premium thereon), provided that the aggregate principal amount of Indebtedness permitted by and made in accordance with this Section 7.02clause (iv) incurred after the Effective Date shall not exceed $100,000,000 at any time outstanding; (v) Indebtedness arising from the honoring in respect of Swap Agreements permitted 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 businessSection 6.06; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence;and (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety any financing or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued capital lease financing relating 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to or 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, Subsidiaries’ sea vessels 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 $1,000,000 75,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. Each Obligor will not, and will not permit any of its Subsidiaries (aother than a member of the CEAL Group to which the CEAL Exception Conditions apply (save in respect of paragraph (q) Createbelow)) to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (for purposes a) Indebtedness incurred pursuant to this Agreement and the other Finance Documents; (b) Existing Indebtedness outstanding on the Initial Borrowing Date, without giving effect to any subsequent extension, renewal or refinancing thereof, except that the Third Party Existing Indebtedness as set out in Section A of Part II of Schedule 10 (Existing Indebtedness) may be Refinanced, or successively Refinanced, through one or more issues of Permitted Refinancing Indebtedness; (c) Indebtedness (including, without limitation, Indebtedness of such persons evidenced by Capitalised Lease Obligations entered into in accordance with the relevant requirements of Clause 26.8 (Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-laws and Certain Other Agreements; etc.), Indebtedness of such persons of the type described in Clause 26.1(i) (Liens), Permitted Acquired Debt and Seller Debt and such other Indebtedness as is incurred pursuant to this paragraph (c)) of (i) the Parent, a Borrower and one or more Qualified Guarantors or (ii) in the case of Permitted Acquired Debt only, the respective Subsidiary or Subsidiaries acquired pursuant to such Permitted Acquisition, provided that: (A) no Default or Event of Default shall exist at the time of the incurrence of such Indebtedness and immediately after giving effect thereto; and (B) the aggregate principal amount of Indebtedness at any time outstanding pursuant to this paragraph (c) does not exceed €200,000,000 (or its equivalent in other currencies), of which no more than €75,000,000 (or its equivalent in other currencies) shall at any time outstanding constitute Indebtedness other than Permitted Subordinated Indebtedness, with the balance required at all times to constitute Permitted Subordinated Indebtedness; (d) Indebtedness under non-speculative Other Interest Hedging Agreements; (e) Indebtedness of any Guarantor owed to the Parent or any other Subsidiary of the Parent (not an inactive Material Subsidiary), provided that (i) any such Indebtedness (unless owed to a Borrower) shall be subordinated as, and to the extent, required by the last sentence of this Section 7.02, collectively, “incur”Clause 26.4 and (ii) at the first time that any person other than the Parent or any Subsidiary of the Parent (not an inactive Material Subsidiary) owns or holds any such Indebtedness or any person other than a Borrower or (other than in the case of Indebtedness owed by a Borrower) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoingQualified Obligor holds a Lien in respect of such Indebtedness, the Borrower and debtor of such Indebtedness shall be deemed to have incurred at such time Indebtedness not permitted by this paragraph (e); (f) Indebtedness of any Subsidiary of the Parent which is not a Guarantor owed to the Parent or any other Subsidiary of the Parent, provided that (i) any such Indebtedness owed to any Qualified Obligor shall (except as specified belowotherwise provided in the Intercreditor Deed) may incurbe unsubordinated and (ii) at the first time that any person other than the Parent or any Subsidiary thereof owns or holds any such Indebtedness or any person (other than a Borrower or any Qualified Obligor) holds a Lien in respect of such Indebtedness, and the foregoing clause respective debtor shall be deemed to have incurred at such time Indebtedness not permitted by this paragraph (af); (g) will not prohibit the incurrence ofin addition to any Indebtedness permitted by paragraph (f) above, each and all Indebtedness of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Parent or any Wholly-Owned Subsidiary of the Borrower Parent to the Parent or another Wholly-Owned Subsidiary of the Parent constituting the purchase price in respect of intercompany transfers of assets made in the ordinary course of business to the extent not constituting Indebtedness for borrowed money; (h) Indebtedness evidenced by Other Currency/Commodities Hedging Agreements entered into pursuant to Clause 26.5(e) (Advances, Investments and any Subsidiary):Loans); (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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, Parent 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from 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 under performance bonds, bankers’ acceptances, documentary credit obligations to provide security for workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, claims and bank overdrafts (and letters of credit overdrafts, in respect thereof) each case incurred in the ordinary course of business, provided that any obligations arising in connection with such bank overdraft Indebtedness is extinguished within five Business Days; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Parent or any of its Subsidiaries after the Closing Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements providing for indemnification related to sales of the Borrower goods or a Subsidiary providing indemnification, adjustment of purchase price, earn outs price or similar obligations, obligations in each case, any case incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under of 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 dispositionParent; (xivk) guarantees accounts payable to vendors for goods and services obtained in the ordinary normal course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesunder customary terms and conditions; (xvl) Indebtedness of the incurrence Existing Borrower, and subordinated guarantees thereof by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange forParent and the Guarantors, or under the net proceeds of which are used to extendSenior Subordinated Notes, renewthe other Senior Subordinated Note Documents, 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 Senior Subordinated Convertible Bonds and the 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 Senior Subordinated Convertible Bond Documents in an aggregate principal amount not to exceed $1,000,000 350,000,000 and €114,819,000 (as (x) increased, as a result of the issuance of any additional Senior Subordinated Notes to pay-in-kind any regularly accruing interest on any outstanding Senior Subordinated Notes (or any Permitted Refinancing Indebtedness, other than the Senior Subordinated Notes, issued to refinance same) in accordance with the terms applicable to the Senior Subordinated Notes and (y) reduced by any repayments of principal thereof except for any such repayments to the extent made as a result of the issuance of refinancing Senior Subordinated Notes in accordance with the definition of Senior Subordinated Notes contained herein); (m) Indebtedness which may be deemed to exist pursuant to one or more Permitted Receivables Transactions; (n) obligations incurred in the ordinary course of business in respect of (i) bank overdrafts and with respect to cash management and operating account arrangements, provided that such arrangements are not the functional equivalent of extensions of Indebtedness for borrowed money and (ii) amounts owed by any member of the Group that undertakes intra-group banking or cash management activities to the Parent or any Subsidiary of the Parent in respect of such activities; (o) additional unsecured Indebtedness of the Parent or the Existing Borrower consisting of (x) unsecured guarantees by the Parent or the Existing Borrower of obligations (which guaranteed obligations do not themselves constitute Indebtedness) of one or more Wholly-Owned Subsidiaries of the respective guarantor that are themselves Qualified Obligors, and (y) unsecured guarantees by the Parent or the Existing Borrower of leases pursuant to which one or more Wholly-Owned Subsidiaries of the respective guarantors that are themselves Qualified Obligors are the respective lessee; (p) unsecured Indebtedness of Subsidiaries of the Parent (which are not Subsidiaries of the Existing Borrower) incurred from local banks which are supported by one or more Documentary Credit, provided that Indebtedness shall be permitted to be incurred, and remain outstanding, pursuant to this paragraph (p) only to the extent that the aggregate outstanding principal amount thereof is at any all times supported by a Documentary Credit issued pursuant to this Agreement with a face amount equal to or greater than the principal amount of the Indebtedness outstanding pursuant to this paragraph (p); (q) Indebtedness incurred by the members of the CEAL Group provided that: (i) no Default or Event of Default shall exist at the time outstandingof the incurrence of each Indebtedness and immediately after giving effect thereto; (ii) the Parent and its Subsidiaries will be in compliance with Clause 24 (Financial Condition) on a Pro Forma Basis after giving effect to each incurrence of such Indebtedness; and (xviiiiii) additional the ratio of consolidated total net debt to consolidated EBITDA of the CEAL Group shall not be equal to or greater than 2.00:1.00, both before and after the incurrence of such Indebtedness; and (r) Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued Existing Borrower, and subordinated guarantees thereof by any Subsidiary (in addition to Indebtedness permitted the Parent and the Guarantors, under clauses (i) through (xvii) above) the New Senior Subordinated Notes, the other New Senior Subordinated Note Documents, in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000150,000,000 (as (x) increased, as a result of the issuance of any additional New Senior Subordinated Notes to pay-in-kind any regularly accruing interest on any outstanding New Senior Subordinated Notes (or any Permitted Refinancing Indebtedness, other than the New Senior Subordinated Notes, issued to refinance same) in accordance with the terms applicable to the New Senior Subordinated Notes and (y) reduced by any repayments of principal thereof except for any such repayments to the extent made as a result of the issuance of refinancing New Senior Subordinated Notes in accordance with the definition of New Senior Subordinated Notes contained herein). Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, (y) in no event shall the Parent or the Borrowers permit any Subsidiary of the Parent other than the Existing Borrower or any Qualified Guarantor to incur any Indebtedness or any other obligation having any element of recourse to any Obligor or to any of its assets or property and (z) Affiliate Debt (excluding only Affiliate Debt where each obligee and obligor (including any guarantors) thereof are Subsidiaries of the Parent none of which are Obligors) shall only be permitted to be incurred and to remain outstanding if each obligee and each obligor (including any guarantors) with respect to such Affiliate Debt shall have become parties to the Intercreditor Deed in accordance with the terms thereof.

Indebtedness. (a) CreateParent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (for purposes i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Existing Indebtedness outstanding on the Funding Date and listed on Schedule VI (as reduced by any repayments of principal thereof), without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent set forth on Schedule VI, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing and, provided further, that any Intercompany Debt listed on Schedule VI (and subsequent extensions, refinancings, renewals, replacements and refundings thereof as permitted pursuant to this Section 7.028.04(ii)) shall be subject to the requirements of clauses (w), collectively(x) and (y) appearing in the proviso to Section 8.05(viii); (iii) Indebtedness of the Borrowers under Other Hedging Agreements entered into in the ordinary course of business and providing protection to the Borrowers and their Subsidiaries against fluctuations in currency values in connection with the Borrowers’ or any of their Subsidiaries’ operations, “incur”so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; provided that the Administrative Agent, in its sole discretion, shall have approved the form of each Other Hedging Agreement; (iv) Indebtedness of the Borrowers and their Subsidiaries evidenced by Capitalized Lease Obligations (to the extent permitted pursuant to Section 8.07) and purchase money Indebtedness described in Section 8.01(vii), provided that except as further provided below, in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause (iv) exceed $2,500,000 at any time outstanding; provided further that, (a) in the event Consolidated EBITDA for the then-applicable Test Period is greater than $60,000,000, the limitation in the foregoing proviso shall be increased to $10,000,000 and (b) thereafter, in the event Consolidated EBITDA in future Test Periods declines to or below $60,000,000, the limitation set forth in the foregoing proviso shall apply, but any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and incurred in accordance with the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):this proviso shall be permitted; (iv) Indebtedness outstanding on constituting Intercompany Loans to the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to extent permitted by Section 7.02(a)(ii) and not this Section 7.02(a)(i)8.05(viii); (iivi) Indebtedness consisting of guaranties (Ax) Obligations arising in connection with by the Credit Facilities (but excluding Obligations owed Borrowers and the Wholly-Owned Domestic Subsidiaries of the Borrowers that are Subsidiary Guarantors of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement and (y) by Wholly-Owned Foreign Subsidiaries of the Borrowers of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement; (vii) Indebtedness of a Subsidiary of a Borrower acquired pursuant to a Permitted Acquisition (or any other Loan DocumentsIndebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y) and Bank Product Agreements (collectively, z) the “ABL Obligations”); provided that the Aggregate Principal Amount aggregate principal amount of the ABL Obligations all Indebtedness permitted by this clause (vii) shall not exceed $1,000,000 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 pricesoutstanding; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (vviii) 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 so long as such Indebtedness is extinguished within five (5) four Business Days of its incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 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 Borrowers and their Subsidiaries with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrowers or any of their Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (B) take-or-pay obligations contained in supply arrangements entered into in ix), together with the ordinary course amount of businessInvestments outstanding under Section 8.05(xv), shall not at any time exceed $7,500,000; (Ax) Indebtedness comprised of secured Obligations Parent under the Shareholder Subordinated Notes (a) issued after the Effective Date in respect connection with a redemption or repurchase of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into Parent Common Stock pursuant to the last proviso in Section 7.02(a)(ii); 8.03(v) and (Bb) Indebtedness comprised purchased with the proceeds of unsecured Obligations in respect of Hedging Agreements, in each case to the extent Dividends permitted pursuant to Section 7.158.03(ix); (xi) endorsement Indebtedness 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, SAE incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this AgreementExisting Shareholders Notes, 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 $1,000,000 2,402,000 as of September 30, 2012 plus pay-in-kind interest thereon following such date to the extent provided in the Existing Shareholders Notes as in effect on the Funding Date less the amount of any repayments of principal thereof after the Funding Date, which Indebtedness shall be unsecured; (xii) Indebtedness of the Borrowers or any of their Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 8.04(vi); (xiii) Indebtedness of Foreign Subsidiaries of the Borrowers (other than an Intercompany Secured Obligor Subsidiary) under lines of credit to any such Foreign Subsidiary from Persons other than the Borrowers or any of their Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Subsidiary’s working capital purposes, provided that the aggregate principal amount of all such Indebtedness outstanding at any time outstandingfor all such Foreign Subsidiaries shall not exceed $2,500,000; and (xviiixiv) so long as no Default or Event of Default then exists or would result therefrom, additional Indebtedness of incurred by the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) Borrowers and their Subsidiaries in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,0002,500,000 at any one time outstanding, which Indebtedness shall be unsecured.

Indebtedness. (a) CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume issue, assume, guarantee or suffer otherwise become directly or indirectly liable, contingently or otherwise, with respect to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or (including Acquired Debt), and the Borrower and the Guarantors will not issue any Preferred Stock. Notwithstanding Disqualified Equity Interests and the foregoingBorrower will not permit any of its Restricted Subsidiaries (other than the Guarantors) to issue any shares of preferred stock; provided, however, that the Borrower and any Subsidiary of the Guarantors may incur Indebtedness (except including Acquired Debt) or issue Disqualified Equity Interests, if the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Equity Interests are issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as specified belowif the additional Indebtedness had been incurred, or the Disqualified Equity Interests had been issued, as the case may be, at the beginning of such four-quarter period. (b) may incur, and the foregoing clause (aThe provisions of Section 7.09(a) will not prohibit the incurrence of, each and all of any of the following items of Indebtedness (clauses (i) through (xviii) comprising the collectively, “Permitted Debt” of the Borrower and any Subsidiary”): (i) the incurrence by the Borrower and its Restricted Subsidiaries of (a) Indebtedness, letters of credit and bankers’ acceptances under Credit Facilities in an aggregate amount at any time outstanding as of any date of incurrence of any such Indebtedness (together with the aggregate amount of any Permitted Refinancing Indebtedness outstanding on the as of such date hereof that was incurred pursuant to clause (1)(b) and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be is not deemed to be incurred pursuant to Section 7.02(a)(iianother clause of the definition of Permitted Debt or clause (a) above as a result of reclassification) not to exceed the greater of (x) $1,500.0 million ($225.0 million) and (y) such amount as would not cause the Consolidated Senior Secured Leverage Ratio, calculated as of the date of incurrence, to exceed 3.5 to 1.0 and (b) any Permitted Refinancing Indebtedness incurred to extend, refinance, refund, renew, replace, defease or discharge any Indebtedness that was incurred pursuant to this Section 7.02(a)(i))clause (i) and was not, as of the date of incurrence of such Permitted Refinancing Indebtedness, deemed to be incurred pursuant to another clause of the definition of Permitted Debt or clause (a) above as a result of reclassification; (ii) the incurrence by the Borrower and its Restricted Subsidiaries of Existing Indebtedness; (Aiii) Obligations arising in connection with the Credit Facilities incurrence by the Borrower and the Guarantors of Indebtedness represented by the Loans and Guarantees of the Loans; (but excluding Obligations owed under this Agreement iv) the incurrence by the Borrower or any other Loan Documents) and Bank Product Agreements (collectivelyof its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, 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 Capmortgage financings or purchase money obligations, 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 in each case, incurred for the purpose of hedging commodity pricesfinancing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Borrower or such Restricted Subsidiary (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets), in an aggregate principal amount at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (iv), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv), not to exceed the greater of (a) $300.0 million ($185.0 million) and (b) 4.0% of Consolidated Total Assets (determined as of the date of incurrence); (v) the incurrence by the Borrower or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness incurred under clauses (ii), (iii) or (iv) above, this clause (v), clauses (xvii), (xviii), (xx), (xxvi) or (xxvii) below or pursuant to Section 7.09(a); (vi) the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory noteRestricted Subsidiaries; provided that provided, however, that: (A) if the Borrower or any of its Subsidiaries Guarantor is the obligor on such Indebtedness, and the payee is not the Borrower or a Guarantor, such Indebtedness must be expressly subordinated in right of payment to the Term prior payment in full in cash of all Obligations with respect to the Loans, in the case of the Borrower, or the Subsidiary GuarantyGuarantee of the Loans by such Guarantor, in the case of a Guarantor; and (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Borrower or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Borrower or a Restricted Subsidiary thereof shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (ivvii) Guarantees the incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness under Hedging Obligations that are not entered into for the purpose of speculation; (viii) the issuance by any of the Term Loans and Guarantees Borrower’s Restricted Subsidiaries to the Borrower or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Borrower or a Restricted Subsidiary of the Borrower; and (B) any sale or other transfer of any such preferred stock to a Person that is not either the Borrower or a Restricted Subsidiary of the Borrower, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (viii); (ix) the Guarantee by the Borrower or any of its Restricted Subsidiaries of Indebtedness of the Borrower or any a Restricted Subsidiary by of the Borrower or any Subsidiary; provided that such Indebtedness is was permitted to be incurred by another provision of this Section 7.09 and made could have been incurred (in accordance compliance with this Section 7.027.09) by the Person so Guaranteeing such Indebtedness; (vx) the incurrence of 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; (vixi) the incurrence of Indebtedness of the Borrower or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, security for workers’ compensation claims, surety or appeal bonds, payment obligations in connection with selfself- insurance, health, disability or other employee benefits or property, casualty or liability insurance provided to the Borrower or any of its Restricted Subsidiaries, bankers’ acceptances, performance, surety and similar bonds and completion guarantees provided by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; provided that the underlying obligation to perform is that of the Borrower and its Restricted Subsidiaries and not that of the Borrower’s Unrestricted Subsidiaries; and provided further that such underlying obligation is not in respect of borrowed money; (xii) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Borrower or any Restricted Subsidiary of the Borrower providing for indemnification, adjustment of purchase price, earn-insurance out or similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of the Borrower or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary; provided that (a) any amount of such obligations included on the face of the balance sheet of the Borrower or any Restricted Subsidiary shall not be permitted under this clause (xii) and bank overdrafts (b) the maximum aggregate liability in respect of all such obligations outstanding under this clause (xii) shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower and the Restricted Subsidiaries in connection with such disposition; (xiii) Indebtedness incurred under commercial letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (and not for the purpose of, directly or indirectly, incurring Indebtedness or providing credit support or a similar arrangement in respect thereofof Indebtedness); or Indebtedness of the Borrower or any of its Restricted Subsidiaries under letters of credit and bank guarantees backstopped by letters of credit under the Credit Facilities; (xiv) incurred pledges, deposits or payments made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations, or arising from guarantees to suppliers, lessors, licenses, contractors, franchisees or customers of obligations, other than Indebtedness, made in the ordinary course of business; (viixv) the incurrence of Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Restricted Subsidiaries after the Closing Date; providedissued to directors, howeverofficers, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business managers or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements employees of the Borrower or a Subsidiary providing indemnification, adjustment any of purchase price, earn outs or similar obligations, in each case, incurred its Restricted Subsidiaries in connection with the disposition redemption or acquisition purchase of any businessEquity Interests that, assets or a Subsidiary expressly permitted under by its terms, is subordinated to the terms of this Agreementnotes, other than Indebtedness or guarantees of Indebtedness incurred is not secured by any Person acquiring all assets of the Borrower or any portion of such business, assets or Subsidiary for its Restricted Subsidiaries and does not require cash payments prior to the purpose Stated Maturity of financing such acquisitionthe Loans, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in 25.0 million ($5.0 million); (xvi) the case Ralcorp Obligations; (xvii) the incurrence by any Foreign Subsidiary of Indebtedness and/or the guarantee by the Borrower and/or any disposition, the maximum principal amount of its Restricted Subsidiaries of such Indebtedness does in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (xvii), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xvii), not to exceed the gross cash proceeds actually received by greater of (a) $300.0 million ($60.0 million) and (b) 4.0% of Consolidated Total Assets (determined as of the Borrower or a Subsidiary in connection with such dispositiondate of incurrence); (xiv) guarantees in the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xvxviii) the incurrence by the Borrower or any of its Restricted Subsidiaries of any Capitalized Lease Obligation resulting from a Sale and Leaseback Transaction in an aggregate principal amount at any time outstanding, as of the date of incurrence of any Indebtedness pursuant to this clause (xviii), including all Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used incurred to extend, renew, refund, refinance, replace, defease refinance or discharge, replace any Indebtedness that was permitted by incurred pursuant to this Agreement to be incurred under clause (ixviii), not to exceed the greater of $100.0 million ($20.0 million) and 1.50% of Consolidated Total Assets (determined as of the date of incurrence); (xvixix) [Intentionally omitted]Indebtedness in respect of Receivables Program Obligations; (xviixx) the incurrence of Acquired Debt or other Indebtedness incurred in connection with, or in contemplation of, an acquisition (including by way of merger or consolidation) by the Borrower or any of its Restricted Subsidiaries; provided that after giving pro forma effect to such acquisition, either (a) the Borrower’s Fixed Charge Coverage Ratio immediately following such acquisition and incurrence (including a pro forma application of the net proceeds therefrom) would be at least 2.0 to 1.0 or (b) the Borrower’s pro forma Fixed Charge Coverage Ratio would be greater than the actual Fixed Charge Coverage Ratio of the Borrower immediately prior to such acquisition and incurrence; (xxi) Indebtedness incurred by the Borrower or any Restricted Subsidiary of the Borrower to the extent constituting Indebtednessthat the net proceeds thereof are promptly deposited with the Administrative Agent to repay the Loans; (xxii) Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business; (xxiii) Indebtedness in respect of overdraft facilities, indemnification employee credit card programs and other cash management arrangements in the ordinary course of business; (xxiv) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (xxv) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar obligations arrangements in each case in connection with deposit accounts; (including advancement xxvi) the incurrence of expenses) Indebtedness by any Restricted Subsidiary of the Borrower that is not a Guarantor, and/or the guarantee by the Borrower or any of its Restricted Subsidiaries of Indebtedness of any joint venture of the Borrower or any of its Subsidiaries Restricted Subsidiaries, in favor an aggregate principal amount (or accreted value, as applicable) at any time outstanding, as of directorsthe date of incurrence of any Indebtedness pursuant to this clause (xxvi), officersincluding all Permitted Refinancing Indebtedness incurred to refund, employeesrefinance or replace any Indebtedness incurred pursuant to this clause (xxvi), consultants or agents not to exceed the greater of $275.0 million ($55.0 million) and 3.0% of Consolidated Total Assets (determined as of the date of incurrence); (xxvii) the incurrence by the Borrower or any of its Restricted Subsidiaries extended of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, as of the ordinary course date of business incurrence of any Indebtedness pursuant to this clause (xxvii), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xxvii), not to exceed the greater of $400.0 million ($80.0 million) and 4.5% of Consolidated Total Assets (determined as of the date of incurrence); and (xxviii) the incurrence by the Loan Parties as of or after the Debt Assumption of the Permanent Term Financing, in an aggregate principal amount not to exceed $1,000,000 exceed, at any time outstanding; and, (a) $700.0 million less (b) the aggregate amount of any repayment or prepayment of the Permanent Term Financing. (xviiic) additional The Borrower will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Borrower or of such Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in the right of payment to the Loans and the applicable Guarantee on substantially the same terms. For purposes of the foregoing, no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Borrower or Preferred Stock issued any Guarantor solely by any Subsidiary virtue of being unsecured or secured by a junior priority Lien or by virtue of the fact that the holders of such Indebtedness have entered into intercreditor agreements or other arrangements giving one or more of such holders priority over the other holders in the collateral held by them, including intercreditor agreements that contain customary provisions requiring turnover by holders of junior priority Liens of proceeds of collateral in the event that the security interests in favor of the holders of the senior priority in such intended collateral are not perfected or invalidated and similar customary provisions protecting the holders of senior priority Liens. (d) For purposes of determining compliance with this Section 7.09, in addition to the event that an item of proposed Indebtedness permitted under meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xviixxviii) above) in an aggregate principal amount and/or liquidation preference , or is entitled to be incurred pursuant to Section 7.09(a), the Borrower will be permitted to classify such item of such Preferred Stock outstanding at any time not to exceed $5,000,000.Indebtedness on the date of its incurrence (or later reclassi

Indebtedness. (a) CreateEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist (any Indebtedness, except for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising each solely to the “Permitted Debt” extent the same is permitted under the terms of the Borrower and any SubsidiarySenior Secured Note Indenture in effect on the Closing Date): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Loan Documents; (ii) existing Indebtedness as set forth on Schedule 8.2.1 (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement including any extensions or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”)renewals thereof; provided that there is no increase in the Aggregate Principal Amount of amount thereof or other significant change in 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 terms thereof unless 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 pricesspecified on Schedule 8.2.1); (iii) Indebtedness owed incurred with respect to Purchase Money Security Interests as and to the Borrower extent permitted under the definition on “Permitted Lien” and capitalized leases (including any extensions or any of its Subsidiaries evidenced by an unsubordinated promissory noterenewals thereof; provided that if the Borrower or any of its Subsidiaries there is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, no increase in the case of the Borrower, amount thereof or the Subsidiary Guaranty, other significant change in the case of a Subsidiaryterms thereof; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02Intercompany Subordination Agreement; (v) any (i) Lender Provided Interest Rate Hedge, (ii) other Interest Rate Hedge approved by the Administrative Agent, (iii) Commodity Hedge or (iii) 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 businessunder any Other Lender Provided Financial Services Product; provided, provided however, that such Indebtedness is extinguished within five the Loan Parties and their Subsidiaries shall enter into a Lender Provided Interest Rate Hedge, another Interest Rate Hedge or Commodity Hedge only for hedging (5rather than speculative) Business Days of incurrence;purposes, (vi) Indebtedness pursuant to the Senior Secured Notes and any Exchange Notes (as defined in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligationsthe Senior Secured Note Indenture) issued pursuant to the Senior Secured Note Indenture, and bank overdrafts (and letters of credit in respect any guaranty thereof) incurred in the ordinary course of business; (vii) Indebtedness attributable to any (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligationsi) 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 Sale and Leaseback Transactions with certain Affiliates of the Capital Stock Borrower outstanding as 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, howeveror (ii) Sale and Leaseback Transactions with ▇▇▇▇▇▇▇▇▇ Resource Partners or a subsidiary thereof pursuant to agreements that have been entered into by a Loan Party in compliance with Section 8.2.8 [Affiliate Transactions] along with the associated options and related rights, in each case, that are characterized as sale and leaseback transactions solely because of the aggregate principal amount continuing involvement of such Indebtedness and/or the liquidation preference of Affiliate in mining related to such Preferred Stock outstanding at any time may not exceed $5,000,000leases) entered into by such Person; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements accrued and unpaid royalties owed to the extent permitted Affiliates that a Loan Party intends 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 satisfy through 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 acquisitionPermitted Reserve Transfer, 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 $1,000,000 30,000,000 at any time outstandingoutstanding accrued; and (xviiiix) additional Unsecured Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (other than that described in addition to Indebtedness permitted under clauses (i) through (xviivii) above) , in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,00010,000,000 in the aggregate at any one time.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed Loan Documents or, with respect to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed any Loan Party, under this Guaranteed Cash Management 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 CapGuaranteed Hedge Agreement, and (Bii)(x) Obligations Indebtedness of the Loan Parties under the Loan Documents2028 Notes, and any Permitted Refinancings thereof and (y) the 2024 Notes; (b) Indebtedness outstanding on the Restatement Date that (i) is less than $5,000,000 individually or $10,000,000 in the aggregate or (ii) listed on Schedule 7.03 and any Permitted Refinancings thereof; (c) Indebtedness in respect of Capitalized Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (c), shall not exceed the greater of $175,000,000 and 3.25% of Consolidated Total Assets; (d) Acquired Indebtedness and any Permitted Refinancing thereof; provided that after giving effect to such acquisition or assumption on a Pro Forma Basis (giving effect to any other Investment, or any sale, transaction or other Disposition or any incurrence of Indebtedness or repayment of Indebtedness consummated concurrently therewith), (x) the Consolidated Net Leverage Ratio shall be equal to or less than the Leverage Maintenance Covenant, as of the last day of the most recently ended fiscal quarter for which there are Available Financial Statements; (y) any Indebtedness assumed by non-Guarantor Restricted Subsidiaries and outstanding under this clause (d), when taken together with any Indebtedness incurred by non-Guarantor Restricted Subsidiaries and outstanding pursuant to Section 7.03(k), shall not at any time exceed the greater of (1) $105,000,000 and (2) 2.00% of Consolidated Total Assets and (z) the aggregate amount of secured Acquired Indebtedness that is outstanding pursuant to this Section 7.03(d) at any time shall not exceed, when taken together with any secured Indebtedness then outstanding pursuant to Section 7.03(k), 7.50% of Consolidated Total Assets; (e) unsecured intercompany Indebtedness permitted pursuant to Section 7.02(b); provided, that (i) any such Indebtedness of the Borrower or any Guarantor that is not owed to the Borrower or another Guarantor shall be subordinated to the payment in full in cash of the Obligations on terms and conditions acceptable to the Administrative Agent in its sole discretion and (ii) all such Indebtedness shall be subject to the Global Intercompany Note; (f) Indebtedness pursuant to any Permitted Securitization Facility; (g) [Reserved]; (h) Indebtedness in respect of (i) one or more series of senior or subordinated notes issued by the Borrower that are either, at the option of the Borrower, (x) unsecured or (y) secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Obligations, and (ii) senior or subordinated loans made to the Borrower that are either (x) unsecured or (y) secured by Liens on Collateral ranking junior to or pari passu to the Liens securing the Obligations (any such Indebtedness, “Incremental Equivalent Debt”) and any Permitted Refinancing thereof; provided that (1) (A) any Hedging Agreement or Secured Hedge Agreement Incremental Equivalent Debt, when taken together with any Incremental Facilities, shall otherwise be permitted pursuant to Section 7.15not exceed the Incremental Cap at the time of incurrence thereof and (B) such Indebtedness satisfies the applicable requirements set forth in the definition of Incremental Cap; (2) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence or issuance of Incremental Equivalent Debt; provided that in the Aggregate Principal Amount event the proceeds of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled Incremental Equivalent Debt will be used to finance a Limited Condition Transaction and to the benefit extent the investors or holders thereof agree, this clause (2) may be limited to the absence of a Payment Default and the Liens under the Collateral Documents or the Existing ABL Facility shall not exceed $25,000,000 at any timeabsence of a Bankruptcy Default; and (3) Secured Hedge Agreements the Borrower shall be limited in compliance with Section 7.12 on a Pro Forma Basis after giving effect to those incurred for the purpose of hedging commodity prices; such Incremental Equivalent Debt (iii) Indebtedness owed giving effect to the Borrower full incurrence of such Incremental Equivalent Debt and to any Permitted Acquisition, other Investment, or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower sale, transaction or other Disposition or any incurrence of its Subsidiaries is the obligor on such IndebtednessIndebtedness or repayment of Indebtedness consummated concurrently therewith), such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case as of the Borrower, end of the most recently ended Test Period; (4) any Incremental Equivalent Debt shall not have a maturity earlier than the Latest Maturity Date then in effect or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees Weighted Average Life to Maturity that is shorter than any of the Term Loans then in effect (other than customary bridge loans with a maturity date of no longer than one year that are required to be converted or exchanged on customary terms into other instruments, provided that the long-term Indebtedness that such bridge loan is to be converted into satisfies the maturity, amortization, and Guarantees prepayment restrictions of this clause (h)); (5) any such Incremental Equivalent Debt shall be established pursuant to a separate loan agreement, indenture, note purchase agreement or other such facilities, (6) all terms of such Indebtedness not covered in this clause (h) shall be determined by the Borrower and the investors or lenders of such Incremental Equivalent Debt and to the extent such Incremental Equivalent Debt takes the form of loans and the terms and documentation for such loans are not the same as the Term Loans (other than, in each case, pricing, amortization, maturity, or participation in voluntary or mandatory prepayments) (as determined by the Borrower in good faith), such loans shall be reasonably acceptable to the Administrative Agent (except for covenants and events of default applicable to periods after the Latest Maturity Date in effect at the time such Incremental Equivalent Debt is entered into); provided further, (I) such facility shall not be incurred by or subject to any Guarantee by any Person other than the Borrower and a Guarantor, respectively, and, if such facility is secured, shall not be secured by any property or assets of any Loan Party other than Collateral, (II) if such facility is secured, the holders of such Indebtedness or a representative thereof will enter into a Market Intercreditor Agreement that is reasonably acceptable to the Administrative Agent, (III) if such facility is secured on a pari passu basis with the Loans, such Indebtedness may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments hereunder, (IV) if such facility is subordinated in rights of security or is pari passu in rights of security, the holders of such indebtedness or a representative thereof will enter into a Market Intercreditor Agreement that is reasonably acceptable to the Administrative Agent with the Loan Parties and the Administrative Agent evidencing such subordination and (V) such Indebtedness shall not have any scheduled principal prepayments or be subject to any mandatory redemption or prepayment provisions (except for customary change of control provisions and customary asset sale provisions that permit application of the applicable proceeds to the payment of the obligations prior to application to such Junior Financing) due prior to the date that is ninety-one (91) days after the Latest Maturity Date then in effect hereunder; provided that, for purposes of any Limited Condition Transaction, any Pro Forma Basis calculation and other conditions set forth in this clause (h) shall be subject to Section 1.09, and in the event of any inconsistency between Section 1.09 and this clause (h), Section 1.09 shall control; (i) Permitted External Refinancing Debt and any Permitted Refinancing thereof; (j) other Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiaryand its Restricted Subsidiaries; provided that on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness is permitted by and made in accordance with this Section 7.02(giving effect to any Permitted Acquisition, other Investment, or any sale, transaction or other Disposition or any incurrence of Indebtedness or repayment of Indebtedness consummated concurrently therewith), the Consolidated Net Leverage Ratio shall be equal to or less than the Leverage Maintenance Covenant as of the last day of the most recently ended fiscal quarter for which there are Available Financial Statements; (vk) Indebtedness arising from incurred in connection with a Permitted Acquisition and any Permitted Refinancing thereof; provided that after giving effect to such acquisition on a Pro Forma Basis (giving effect to any other Investment, or any sale, transaction or other Disposition or any incurrence of Indebtedness or repayment of Indebtedness consummated concurrently therewith), the honoring Consolidated Net Leverage Ratio shall be equal to or less than the Leverage Maintenance Covenant as of the last day of the most recently ended fiscal quarter for which there are Available Financial Statements; provided that any Indebtedness pursuant to this clause (k) shall not mature prior to the Latest Maturity Date then in effect, or have a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Term Loans then in effect (other than customary bridge loans with a maturity date of no longer than one year that are required to be converted or exchanged on customary terms into other instruments, provided that the long-term Indebtedness that such bridge loan is to be converted into satisfies the maturity and amortization restrictions of this clause (k)); provided further that (x) any Indebtedness incurred by a non-Guarantor Restricted Subsidiaries and outstanding under this clause (k), when taken together with any Indebtedness assumed by non-Guarantor Restricted Subsidiaries and outstanding pursuant to Section 7.03(d), shall not at any time exceed the greater of (1) $105,000,000 and (2) 2.00% of Consolidated Total Assets and (y) the aggregate amount of secured Indebtedness that is outstanding pursuant to this Section 7.03(k) at any time shall not exceed, when taken together with any Acquired Indebtedness then outstanding pursuant to Section 7.03(d), 7.50% of Consolidated Total Assets; (l) Indebtedness in respect of (i) netting services, (ii) ACH arrangements, or (iii) bank overdrafts or returned items incurred in the ordinary course of business that are repaid promptly and in any event within ten (10) Business Days (or such longer period not to exceed an additional five (5) Business Days as the Administrative Agent may reasonably agree); (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) unsecured Indebtedness owing to banks or other financial institution of a checkinstitutions under credit cards issued to officers and employees for, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds and constituting, business-related expenses in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five ninety (590) Business Days of incurrencedays after the incurrence thereof; (vio) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety which may exist or appeal bonds, payment obligations be deemed to exist 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 purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements customary agreements entered into in the ordinary course of businessbusiness providing for indemnification, purchase price adjustments, and similar obligations in connection with Investments, Permitted Acquisitions or Dispositions permitted hereunder; (Ap) Indebtedness comprised of secured Obligations in which may exist or be deemed to exist with 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); surety and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsappeals bonds, 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 performance and bid bonds and 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 business, provided that the underlying obligation is an obligation of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xv) the incurrence by the Borrower or any Restricted Subsidiary and is not in respect 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)borrowed money; (xvi) [Intentionally omitted]; (xviiq) to the extent constituting Indebtedness, indemnification obligations deferred compensation and other similar obligations (including advancement of expenses) to current and former employees, officers and directors/managers of the Borrower or any of and its Restricted Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended incurred in the ordinary course of business and consistent with past practices; (r) unsecured Indebtedness issued by the Borrower or any Restricted Subsidiary to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 7.06; (s) Indebtedness which may exist or be deemed to existing in connection with Swap Contracts permitted under Section 7.02(l); (t) Guarantees (i) by the Borrower or any Guarantor of any Indebtedness of the Borrower or any Guarantor permitted to be incurred under this Agreement, (ii) by the Borrower or any Guarantor of Indebtedness of any Restricted Subsidiary that is not a Guarantor to the extent such Guarantees are unsecured and are permitted by Section 7.02 and the Indebtedness incurred by such Restricted Subsidiary that is not a Guarantor is permitted to be incurred under this Section 7.03, (iii) by any Restricted Subsidiary that is not a Guarantor of Indebtedness of another Restricted Subsidiary that is not a Guarantor so long as such Restricted Subsidiary incurred such Indebtedness in compliance with this Agreement; provided, that, in each case, to the extent such Indebtedness is subordinated to the Obligations, such Guarantee is subordinated to the same extent as the Indebtedness being Guaranteed; and (u) other Indebtedness in an aggregate principal amount not to exceed the greater of $1,000,000 210,000,000 and 3.75% of Consolidated Total Assets at any time outstanding; and (xviii) additional Indebtedness of outstanding less the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (aggregate outstanding Sale and Leaseback Permitted Amount from Sale and Leaseback Transactions consummated in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000accordance with Section 7.13.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, provided that the Borrower may incur Indebtedness and any Restricted Subsidiary may incur Indebtedness if (except as specified belowx) may incurimmediately before and after such incurrence, no Default shall have occurred and be continuing and (y) the foregoing clause Total Leverage Ratio for the Test Period immediately preceding such incurrence calculated on a pro forma basis for such incurrence in accordance with Section 1.10 would be less than or equal to 7.0 to 1.0. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Subsidiary):Indebtedness incurred pursuant to Sections 2.15 and 2.16); (b) (i) Indebtedness existing on the Closing Date and set forth on Schedule 7.03(b) to the Original Credit Agreement and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing thereof; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be unsecured and, within 60 days of the Closing Date (unless extended or waived in the Administrative Agent’s sole discretion), subordinated pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; (c) Guarantees by the Borrower or any of its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be unsecured and subordinated pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; provided however that the foregoing subordination requirement shall not be required until 60 days after the Closing Date (subject to extension or waiver in the sole discretion of the Administrative Agent) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and (iii) Indebtedness arising under Capitalized Leases other than those in effect on the Closing Date or entered into pursuant to subclauses (i) and (ii) of this clause (e) and, in the case of clauses (i), (ii) and (iii), any Permitted Refinancing thereof; (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and any Permitted Refinancing of any of the foregoing and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $175,000,000, determined at the time of incurrence; (h) [Reserved]; (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed representing deferred compensation to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 employees 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their Controlled Investment Affiliates or purchase money obligations) incurred or Preferred Stock issued Immediate Family Members to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries after the Closing Date; providedin a Permitted Acquisition, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business other Investment expressly permitted hereunder or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsany Disposition, in each case to the extent permitted pursuant to Section 7.15constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (xil) endorsement Indebtedness consisting of negotiable instruments for deposit obligations of the Borrower and its Restricted Subsidiaries under deferred compensation or collection other similar arrangements incurred by such Person in connection with the Transactions, any Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar transactions arrangements in the ordinary course of businessbusiness and any Guarantees thereof; (xiin) 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 the greater of $5,000,000; provided, however400,000,000 and 3.33% of Total Assets, in each case determined at the case time 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 dispositionincurrence; (xivo) guarantees 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 of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesbusiness; (xvp) the incurrence Indebtedness incurred 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 Restricted Subsidiaries in favor respect of directorsletters of credit, officersbank guarantees, employeesbankers’ acceptances, consultants warehouse receipts or agents of the Borrower similar instruments issued or any of its Subsidiaries extended created in the ordinary course of business or consistent with past practice, 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; (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (r) [Reserved]; (s) Indebtedness in an aggregate principal amount not to exceed $1,000,000 435,000,000 at any time outstanding under the ABL Facilities and any Permitted Refinancing thereof; (t) Indebtedness in respect of the Bridge Facility Debt (including any guarantees thereof) and any Permitted Refinancing thereof; (u) Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party not to exceed $200,000,000 at any time outstanding; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above and (w) through (bb) below; (w) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (x) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (y) Indebtedness in respect of (i) Permitted Subordinated Notes to the extent the Net Cash Proceeds therefrom are immediately after the receipt thereof, offered to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing; (z) Indebtedness in respect of (i) Permitted Subordinated Notes or unsecured Indebtedness to the extent incurred to finance a Permitted Acquisition permitted by Section 7.02 and (ii) any Permitted Refinancing of the foregoing; (aa) Indebtedness assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (bb) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (cc) Permitted First Priority Refinancing Debt and any Permitted Refinancing in respect thereof; (dd) Permitted Junior Secured Refinancing Debt and any Permitted Refinancing in respect thereof; (ee) Permitted Unsecured Refinancing Debt and any Permitted Refinancing in respect thereof; and (xviiiff) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (iA) through (xvii) above) Junior Secured Debt in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000750,000,000 solely to the extent such Junior Secured Debt is incurred or issued in connection with any Permitted Refinancing of any senior unsecured Indebtedness; provided that (i) such Junior Secured Debt is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Junior Secured Debt does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred or issued and (iii) such Junior Secured Debt is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, and (B) any Permitted Refinancing in respect thereof. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. In addition, notwithstanding the foregoing, Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to the first paragraph of this Section and clauses (n) and (u) of this Section in an aggregate combined principal amount at any time outstanding in excess of $500,000,000 in each case determined at the time of incurrence. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

Indebtedness. (a) CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause other than: (a) will Indebtedness that is not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Specified Indebtedness; (iib) (A) Specified Indebtedness constituting Capital Lease 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”)Purchase Money Indebtedness; 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding pursuant to this clause (b) shall not exceed $500,000,000 at any time may not exceed $5,000,000outstanding; (viiic) [Intentionally Omitted] Specified Indebtedness (ixincluding, for the avoidance of doubt, Permitted Convertible Indebtedness) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent not otherwise permitted pursuant to this 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, 6.01 in an aggregate principal amount at any time outstanding at the time of incurrence not to exceed $5,000,000(A) the greater of (x) 400,000,000 and (y) 15% of Total Assets, plus (B) an additional amount so long as the Total Net Leverage Ratio does not exceed 2.5:1.0, determined on a pro forma basis after giving effect to such Specified Indebtedness (which shall be deemed to include the full amount of any commitments related to such Specified Indebtedness being implemented at such time assuming that the full amount of such commitment had been drawn) as of the most recently ended Measurement Period for which financial statements have been delivered (without giving effect to any substantially simultaneous incurrence of Specified Indebtedness made pursuant to clauses (A) or (B) of Section 2.18(c) or clause (A) of this Section 6.01(c)); provided, howeverthat the Borrower may elect to use clause (B) above prior to using clause (A) above, in the case of any dispositionand if both clause (A) and clause (B) are available, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received unless otherwise elected by the Borrower, then the Borrower or a Subsidiary in connection with such dispositionwill be deemed to have elected to use clause (B) above first; (xivd) guarantees in Obligations under the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesLoan Documents; (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]; (xviie) to the extent constituting Specified 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 $1,000,000 at any time outstandingQualified Receivables Financing Transactions; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause other than: (a) will not prohibit the incurrence of, each and all Indebtedness of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Parent Borrower and any Subsidiary):the Restricted Subsidiaries under the Loan Documents; (i) Indebtedness outstanding existing on the date hereof and listed on Schedule 7.02 (Specified Date; provided that any Indebtedness incurred under (other than Indebtedness refinanced on the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising Closing Date in connection with the Credit Facilities Transactions) that is in excess of (but excluding Obligations owed under x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Indebtedness outstanding in reliance on this Agreement or any other Loan Documentsclause (b) and Bank Product Agreements (collectively, the “ABL Obligations”that is not set forth on Schedule 7.03(b); provided that the Aggregate Principal Amount of the ABL Obligations at any one time outstanding ) shall only be permitted under this clause (b) to the extent that such Indebtedness is set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) shall not exceed intercompany Indebtedness outstanding on the ABL Cap, Closing Date and (B) Obligations of the Loan Parties under the Loan Documentsany Permitted Refinancing thereof; provided that all such Indebtedness (1other than the Parent Borrower Obligor Cash Management Note) of any Hedging Agreement or Secured Hedge Agreement Loan Party owed to any Person that is not a U.S. Loan Party shall otherwise be permitted unsecured and subordinated to the Obligations pursuant to Section 7.15; (2) the Aggregate Principal Amount of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled an intercompany note reasonably satisfactory 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 pricesAdministrative Agent; (iiic) Indebtedness owed to Guarantees by the Parent Borrower or any of its Restricted Subsidiaries evidenced by an unsubordinated promissory note; provided that if in respect of Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a U.S. Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing, any Permitted Credit Facilities Refinancing Indebtedness, any Permitted Alternative Incremental Facilities Indebtedness or any Permitted Debt Exchange Notes shall be permitted unless such Restricted Subsidiary shall have also provided a Guaranty of the obligor Obligations substantially on the terms set forth in the U.S. Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; provided that, such Indebtedness must in any event, any Guaranty of any Permitted Additional Notes shall be expressly subordinated in right of payment to the Term Loans, Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the case of New Senior Notes Indenture on the Borrower, or the Subsidiary Guaranty, in the case of a SubsidiaryClosing Date; (ivd) Guarantees of the Term Loans and Guarantees of Indebtedness of the Parent Borrower or any Subsidiary by of its Restricted Subsidiaries owing to the Parent Borrower or any Subsidiaryother Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a U.S. Loan Party (other than the Parent Borrower Obligor Cash Management Note) shall be unsecured and subordinated to the Obligations pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is permitted by incurred concurrently with or within two hundred and made in accordance with this Section 7.02; seventy (v270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and (iii) Indebtedness arising from under Capitalized Leases other than those in effect on the honoring by a bank Specified Date or other financial institution entered into pursuant to subclauses (i) and (ii) of a checkthis clause (e) and, draft or similar instrument inadvertently (except in the case of daylight overdraftsclauses (i), (ii) drawn against insufficient funds and (iii), any Permitted Refinancing thereof; provided that not more than $150,000,000 in the ordinary course aggregate principal amount of business; provided, however, that such Indebtedness is extinguished within five incurred pursuant to this paragraph (5e) Business Days of incurrenceshall be outstanding at any time; (vif) Indebtedness in respect of performance bondsSwap Contracts designed to hedge against interest rates, bankers’ acceptances, workers’ compensation claims, surety foreign exchange rates or appeal bonds, payment obligations in connection with self-insurance or similar obligations, commodities pricing risks and bank overdrafts (not for speculative purposes and letters of credit in respect Guarantees thereof) incurred in the ordinary course of business; (viig) (i) Indebtedness of the Parent Borrower in the form of one or more series of senior unsecured notes or senior subordinated notes (collectively, “Permitted Unsecured Notes”) and/or one or more series of senior secured notes that are secured by all or a portion of the Collateral provided by the U.S. Loan Parties on a pari passu or junior basis with the Loans and other Obligations (such senior secured notes, the “Permitted Senior Secured Notes”), so long as, within five Business Days after the receipt of such Net Cash Proceeds, the Parent Borrower makes a prepayment of Term Loans and/or Revolving Credit Loans (with, in the case of Revolving Credit Loans, a concomitant permanent reduction in the Revolving Credit Commitments) pursuant to Section 2.05(b)(vii), in an aggregate amount equal to 100% of the Net Cash Proceeds of such Indebtedness; provided that (a) immediately prior and after giving effect thereto, no Default or Event of Default shall have occurred and is continuing, (b) the stated final maturity of such Indebtedness is not earlier than 91 days after the Latest Maturity Date for the Class or Classes of Loans being repaid or Commitments being reduced with the proceeds thereof, and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such 91st day (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof), (c) such Indebtedness is not 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 (except, in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the date that is 91 days after such Latest Maturity Date for the Class of Loans being repaid or Commitments being reduced with the proceeds thereof, provided that, notwithstanding the foregoing, in the case of Term Loans scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of the Class or Classes of Loans being repaid or Commitments being reduced with the proceeds thereof, (d) such Indebtedness shall not be an obligation (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings pursuant to a Guarantee) of any Person other than the Parent Borrower and the U.S. Subsidiary Guarantors (or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions of the Capital Stock of a Person any other Subsidiary that becomes a Subsidiaryguarantor of the Obligations on terms substantially similar to the Guarantee); provided that any Person who subsequently becomes a guarantor of such Indebtedness shall also become a guarantor of the Obligations on terms substantially similar to the Guarantee, (e) if such Indebtedness is secured, (i) such Indebtedness shall not be secured by any assets or property other than all or a portion of the Collateral of the U.S. Loan Parties (or any other Subsidiary that becomes a guarantor of the Obligations), (ii) so long as the Administrative Agent is a party to the Intercreditor Agreement (or any other intercreditor agreement referred to in Section 7.01(z) or otherwise), the secured parties under such Indebtedness, or a trustee, collateral agent, security agent or similar agent on their behalf, shall have become a party to the Intercreditor Agreement (or such other intercreditor agreement) and (iii) all security therefor shall be granted pursuant to agreements substantially similar to the Collateral Documents or as customary under applicable Law (provided that such agreements may exclude from the grant of Liens thereunder assets that are not excluded from the grant of Liens under the Collateral Documents), and the secured parties thereunder, or a trustee, collateral agent, security agent or similar agent on their behalf, shall have become a party to the First Lien Intercreditor Agreement, to the extent such Liens rank pari passu to the Liens securing the Obligations, or the Second Lien Intercreditor Agreement, to the extent such Liens are junior in priority to the Liens securing the Obligations (and such intercreditor agreement shall have been executed and delivered by each other Person contemplated by the terms thereof to be a party thereto) and (f) such Indebtedness shall not contain a maintenance financial covenant that is at any time during the term of this Agreement materially more restrictive to the Parent Borrower than the covenant set forth in Section 7.14 except to the extent the Parent Borrower shall also be required to comply during such time with such maintenance financial covenant hereunder (which requirement to so comply shall not require the consent of any Lender or Agent hereunder) (such permitted Indebtedness incurred pursuant to this Section 7.03(g) being referred to as “Permitted Credit Facilities Refinancing Indebtedness”) and (ii) any Permitted Refinancing thereof so long as the conditions set forth in clauses (a) through (f) above shall also have been satisfied; (h) Indebtedness assumed in connection with any Permitted Acquisition: provided that such Indebtedness is not incurred in contemplation of such acquisition, and any Permitted Refinancing of any of the Fair Market Value of the real or personal property foregoing and so acquired, plus goodwill associated therewith) by the Borrower or any of its Subsidiaries after the Closing Date; provided, however, that long as the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding and all Indebtedness resulting from any Permitted Refinancing thereof at any time may outstanding pursuant to this paragraph (h) does not exceed $5,000,000250,000,000, determined at the time of incurrence; (viiii) [Intentionally Omitted] (ixi) Indebtedness consisting of the Parent Borrower in the form of Permitted Unsecured Notes and/or Permitted Senior Secured Notes; provided that (A) at the financing time such Indebtedness is incurred (and after giving effect thereto), no Default or Event of insurance premiums in the ordinary course of business or Default shall exist, (B) take-or-pay obligations contained at the time any such Indebtedness is incurred (after giving effect thereto), the Parent Borrower shall be in supply arrangements entered into pro forma compliance with the covenant set forth in Section 7.14 for the ordinary course Test Period then last ended calculated on a pro forma basis for such Permitted Alternative Incremental Facilities Indebtedness in accordance with Section 1.10 (and a certificate from the Chief Financial Officer of business; (A) Indebtedness comprised of secured Obligations the Parent Borrower demonstrating compliance with such Section calculated in respect of Hedging Agreements or Secured Hedge Agreements reasonable detail shall be provided to the extent permitted Administrative Agent), (C) the aggregate amount of Indebtedness incurred under this Section 7.03(i) shall not exceed (I) the sum of (x) the Initial Incremental Amount plus (y) the excess, if any, of (a) 0.65 times Consolidated EBITDA of the Parent Borrower for the Test Period then last ended prior to be entered into the date of determination and calculated on a pro forma basis in accordance with Section 1.10 over (b) the Initial Incremental Amount plus (z) the aggregate amount of principal of Term Loans prepaid pursuant to Sections 2.05(b)(i) and 2.05(b)(iii) since the last proviso in Section 7.02(a)(ii); Closing Date that have not been refinanced with Indebtedness under this Agreement minus (II) the aggregate amount of Incremental Term Loans and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsthe Revolving Commitment Increases, in each case incurred under Section 2.14, (D) the stated final maturity of such Indebtedness shall not be earlier than 91 days after the Maturity Date with respect to the extent permitted pursuant Tranche B Term Loans (without giving effect to Section 7.15; any prior Extensions thereof), and such stated final maturity shall not be subject to any conditions that could result in such stated final maturity occurring on a date that precedes such 91st day after the Maturity Date with respect to the Tranche B Term Loans (xiwithout giving effect to any prior Extensions thereof) endorsement (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of negotiable instruments for deposit such Indebtedness upon the occurrence of an event of default, a change in control, an event of loss or collection or similar transactions an asset disposition shall not be deemed to constitute a change in the ordinary course stated final maturity thereof), (E) 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 business; one or more events or at the option of any holder thereof (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 obligationsexcept, in each case, incurred upon the occurrence of an event of default, a change in connection control, an event of loss or an asset disposition) prior to the 91st day after the Maturity Date with respect to the disposition or acquisition Tranche B Term Loans (without giving effect to any prior Extensions thereof), provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Indebtedness shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of the Tranche B Term Loans (without giving effect to any prior Extensions thereof), (F) such Indebtedness shall not be an obligation (including pursuant to a Guarantee) of any businessPerson other than the Parent Borrower and the U.S. Subsidiary Guarantors (or any other Subsidiary that becomes a guarantor of the Obligations on terms substantially similar to the Guarantee); provided that any Person who subsequently becomes a guarantor of such Indebtedness shall also become a guarantor of the Obligations on terms substantially similar to the Guarantee, assets or a Subsidiary expressly permitted under (G) the terms proceeds of such Indebtedness shall be used for any purpose not prohibited by this Agreement; provided that (i) to the extent such proceeds are being used to refinance Retained Existing Notes, other such refinancing occurs no earlier than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion the final maturity date of such businessRetained Existing Notes, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at and (ii) 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 in excess of the Initial Incremental Amount may be used (x) only to refinance Retained Existing Notes on their final maturity date or (y) if, after the Restatement Date but no more than nine months prior to the date of incurrence of such Indebtedness, the Parent Borrower shall have repaid any Retained Existing Notes on their final maturity date (other than with proceeds of Incremental Term Loans, Revolving Commitment Increases or Permitted Alternative Incremental Facilities Indebtedness, in each case incurred other than under the Initial Incremental Amount), to the extent of the amount so repaid, for working capital and other general corporate purposes (except where such Retained Existing Notes were refinanced with the proceeds of Indebtedness incurred pursuant to Section 7.03(b), in which case the proceeds of such Indebtedness shall be used to permanently repay or prepay such Indebtedness), (H) if such Indebtedness is secured, (x) such Indebtedness shall not exceed the gross cash proceeds actually received be secured by the Borrower any assets or property other than all or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business portion of the obligations not constituting Indebtedness Collateral of suppliers, customers, distributors, franchisers and licensees; the U.S. Loan Parties (xv) the incurrence by the Borrower or any other Subsidiary that becomes a guarantor of its Subsidiaries the Obligations), (y) so long as the Administrative Agent is a party to the Intercreditor Agreement (or any other intercreditor agreement referred to in Section 7.01(z) or otherwise), the secured parties under such Indebtedness, or a trustee, collateral agent, security agent or similar agent on their behalf, shall have become a party to the Intercreditor Agreement (or such other intercreditor agreement) and (z) all security therefor shall be granted pursuant to agreements substantially similar to the Collateral Documents or as customary under applicable Law (provided that such agreements may exclude from the grant of Permitted Refinancing Indebtedness in exchange forLiens thereunder assets that are not excluded from the grant of Liens under the Collateral Documents), and the secured parties thereunder, or a trustee, collateral agent, security agent or similar agent on their behalf, shall have become a party to the First Lien Intercreditor Agreement, to the extent such Liens rank pari passu to the Liens securing the Obligations, or the net proceeds of which are used to extendSecond Lien Intercreditor Agreement, 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 such Liens are junior in priority to the Liens securing the Obligations (and such intercreditor agreement shall have been executed and delivered by each other similar obligations Person contemplated by the terms thereof to be a party thereto) and (including advancement of expensesI) 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 $1,000,000 at any time outstanding; and (xviii) additional such Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (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.sh

Indebtedness. (a) CreateNo Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except (for purposes of this Section 7.02, collectively, “incur”without duplication) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof secured by purchase money security interests and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Capital Leases permitted in Section 7.02(a)(ii) and not this Section 7.02(a)(i------- 6.7(c)); , (ii) the Loans and the other Obligations, (Aiii) Obligations arising existing Indebtedness as ------ of the Closing Date described in connection with Disclosure Schedule (6.3) and ------------------------- refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Facilities (but excluding Obligations owed under this Agreement Party, Agent or any other Loan DocumentsLender, as determined by Agent in its reasonable discretion, than the terms of the Indebtedness being refinanced, amended or modified, (iv) and Bank Product Agreements Indebtedness specifically permitted under Section 6.17, (collectivelyv) loans by third parties to ------------ Borrower's European Subsidiaries after the Closing Date in an amount not to exceed $20,000,000 outstanding in the aggregate at any time; provided, the “ABL Obligations”); provided that the Aggregate Principal Amount -------- proceeds of the ABL Obligations at any one time outstanding under this such loans are used solely to permanently repay loans made by Borrower to such European Subsidiaries pursuant to clause (iivi) shall of this Section ------- 6.3(a) and/or for such European Subsidiaries' working capital purposes, (vi) ------ loans by Borrower to Borrower's European Subsidiaries (including the transfer of Inventory for which Borrower is not exceed the ABL Cap, and (Bpaid) Obligations of the Loan Parties under the Loan Documents; provided that (1) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant in an aggregate amount not 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; time outstanding and (3) Secured Hedge Agreements shall be limited to those incurred for the purpose of hedging commodity prices; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor accrued interest on such Indebtedness, (including such Indebtedness must be expressly subordinated in right of payment to the Term Loans, advances in the case amount of $21,000,000 outstanding on the BorrowerClosing Date), or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsthe Subordinated Notes, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] other unsecured Indebtedness not to exceed $100,000 in the aggregate; (ix) Indebtedness consisting of intercompany loans and advances made by Borrower to Subsidiary Guarantors (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, that -------- ------- in the case of any dispositionICON New Brunswick, such intercompany loans are for the maximum principal amount sole purpose of such Indebtedness does not exceed reloaning the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course thereof to ICON 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 Canada)in an aggregate principal amount not to exceed $1,000,000 at 20,000,000 in the aggregate; provided, that: such Subsidiary Guarantor -------- shall have executed and delivered to Borrower, on the Closing Date, demand notes (the "Intercompany Notes") to evidence any time outstandingsuch intercompany Indebtedness owing ------------------ by such Subsidiary Guarantor to Borrower, which Intercompany Notes shall be in form and substance satisfactory to Agent and shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations; and (xviiiB) additional Indebtedness of Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Agent; and (C) the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference obligations of such Preferred Stock outstanding at any time Subsidiary Guarantor under such Intercompany Notes shall be subordinated to the Obligations of such Subsidiary Guarantor as a Guarantor in a manner satisfactory to Agent; and (D) with the exception of an amount not to exceed $5,000,00050,000 in each Fiscal Year, the amount of any royalty or license fee received by ICON IP from Borrower or any Subsidiary of Borrower shall promptly be loaned back to Borrower or such Subsidiary of Borrower, which intercompany loan shall be evidenced by Intercompany Notes and shall be subordinated to the Obligations of Borrower or such Subsidiary of Borrower as a Guarantor in a manner satisfactory to Agent and (x) the CS First Boston Debt incurred by Holdings. (b) No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Indebtedness prior to its due date or maturity, other than (i) the Obligations, (ii) Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.8(b) and (iii) the ------------- Subordinated Notes.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices; (b) Indebtedness constituting Intercompany Loans to the extent permitted by Sections 7.03(c), 7.03(g), 7.03(u), 7.03(w), 7.03(z), 7.03(aa) or 7.03(bb); (c) (i)(x) Indebtedness under the Loan Documents (including in respect of Letters of Credit), (y) Secured Bank Product Obligations and (z) Secured Other Letters of Credit Obligations and (ii) Indebtedness under the Term Loan Documents; provided that, in the case of any Indebtedness incurred pursuant to this clause (ii), (A) such Indebtedness is only secured by Liens permitted under Section 7.01(a)(ii), (B) such Indebtedness does not prohibit have a scheduled maturity date prior to the date that is 91 days after (x) the Maturity Date (as such Maturity Date is in effect at the time of the incurrence ofor issuance of such Indebtedness) or (y) in the case of such Indebtedness outstanding on the Closing Date, each and all the Maturity Date in effect on the Closing Date, (C) other than with respect to any Indebtedness under the Term Loan Documents incurred prior to the Closing Date, either (x) the weighted average life to maturity of any such Indebtedness shall be no shorter than the Maturity Date (as such Maturity Date is in effect at the time of the following incurrence or issuance of such Indebtedness) or (clauses y) the Administrative Agent may impose an Amortization Reserve in its Permitted Discretion and (iD) through the aggregate principal amount of such Indebtedness outstanding at any time (xviiitogether with the aggregate principal amount of an Other Incremental Term Loan Debt outstanding at any time) comprising does not exceed $700,000,000 plus the “Permitted DebtAvailable Incremental Amount” of (as defined in the Borrower and any Subsidiary):Term Loan Credit Agreement as in effect on the Closing Date); (id) Indebtedness outstanding on the date hereof Closing Date and, except for Intercompany Loans among the Company and its Restricted Subsidiaries, listed on Schedule 7.02 (provided that and any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (A) Obligations arising in connection with the Credit Facilities (but excluding Obligations owed under this Agreement refinancings, refundings, renewals, replacements or any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”)extensions thereof; provided that the Aggregate Principal Amount amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension and by an amount equal to any accrued and unpaid interest and fees thereon and existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (e) Indebtedness consisting of unsecured guaranties by (i) a Loan Party of the ABL Obligations at any one time outstanding under this clause Indebtedness and lease and other contractual obligations of its Wholly-Owned Restricted Subsidiaries in the ordinary course of business, (ii) shall not exceed the ABL Cap, and (B) Obligations of the Loan Parties under of each other’s Indebtedness and lease and other contractual obligations (other than obligations in respect of Permitted Convertible Notes) and (iii) Restricted Subsidiaries of the Company that are not 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 Parties of any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled each other’s Indebtedness and lease and other contractual obligations, in each case to the benefit of extent that the Liens guaranteed Indebtedness or lease or other contractual arrangement is otherwise permitted 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 pricesthis Agreement; (iii) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (vf) 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 so long as such Indebtedness is extinguished within five (5) ten Business Days of incurrencethe incurrence thereof; (vig) Indebtedness of the Company and its Restricted Subsidiaries with respect to performance bonds, surety bonds, appeal bonds, guarantees or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Company or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (h) Indebtedness owed to any Person providing property, casualty, liability or other insurance to the Company or any of its Restricted Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (i) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost Leases (including the cost financing of improvement such related installation, maintenance or constructionsoftware licensing charges), obligations in respect of any Synthetic Lease and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i) to acquire real and any extension, renewal, replacement 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) refinancing thereof as permitted by the Borrower or any of its Subsidiaries after the Closing DateSection 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding under this Section 7.02(i) shall not exceed, when taken together with all outstanding Indebtedness acquired or assumed pursuant to Section 7.02(j), the greater of $100,000,000 and 3.0% of Consolidated Total Assets (as of the date incurred); (j) Indebtedness of a Restricted Subsidiary of the Company acquired pursuant to a Permitted Acquisition or other Investment permitted under Section 7.04 (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and (ii) the aggregate principal amount of all Indebtedness at any one time outstanding under this clause (j) shall not exceed, when taken together with all outstanding Indebtedness incurred pursuant to Section 7.02(i) and all Refinancing Indebtedness in respect thereof, the greater of (x) $100,000,000 and (y) 3.0% of Consolidated Total Assets (as of the date incurred); (k) Indebtedness of the Company or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, severance arrangements, purchase price adjustments, earnouts, stay bonuses and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 7.02(e); (l) Indebtedness of the Company under unsecured senior convertible notes so long as (i) no such Indebtedness shall have any maturity or mandatory redemption, prepayment, amortization, sinking fund or similar obligation (other than pursuant to a customary change of control offer and acceleration provisions following the occurrence of an event of default thereunder) prior to the date that is 91 days after the Maturity Date, in each case as such Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness, (ii) the aggregate principal amount of such Indebtedness and/or incurred after the liquidation preference Closing Date, shall not exceed the greater of $300,000,000 or 9.0% of Consolidated Total Assets (as of the date incurred), (iv) the terms of such Preferred Stock Indebtedness (other than pricing, other economic terms and maturity) reflect market terms at the time of incurrence of such Indebtedness (as reasonably determined by the Company), and (v) prior to any such issuance, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company certifying as to compliance with the requirements of the preceding clause (iv); (m) Indebtedness of the Company or any of its Restricted Subsidiaries for reimbursement obligations relating to letters of credit, performance bonds, surety bonds and bid bonds so long as the sum of the aggregate available amount of all such letters of credit (and any unreimbursed drawings in respect thereof) and the then outstanding amount of performance bonds, surety bonds and bid bonds does not at any time may not exceed the greater of $5,000,000100,000,000 and 26.00% of LTM Consolidated EBITDA (as of the date incurred); (viii) [Intentionally Omitted] (ixn) Indebtedness consisting of the Company or any Restricted Subsidiary (which Indebtedness may be (A) the financing of insurance premiums in the ordinary course of business (a) unsecured or (Bb) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant below in this clause (n), secured by a Lien on (x) the ABL Priority Collateral that is junior to the last proviso Lien that secures the Obligations and (y) the Collateral (other than ABL Priority Collateral) that is senior or pari passu to the Lien that secures the Obligations (including “Incremental Equivalent Debt” as defined in Section 7.02(a)(ii); the Term Loan Credit Agreement) and (B) guaranteed on a like basis by any or all of the other Loan Parties, so long as (i) no Event of Default then exists or would result therefrom, (ii) other than with respect to any Customary Bridge Loans, such Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsdoes not mature prior to the date that is 91 days after the Maturity Date, in each case as such Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness, (iii) other than with respect to any Customary Bridge Loans, either (x) the weighted average life to maturity of any such Indebtedness shall be no shorter than the Maturity Date (as such Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness) or (y) the Administrative Agent may impose an Amortization Reserve in its Permitted Discretion, (iv)(x) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loan Obligations, (A) it may share ratably or less than ratably in any mandatory prepayments with the Term Loan Obligations, as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, (y) if such Indebtedness is secured by a Lien on the Collateral that is junior to the extent permitted Lien securing the Term Loan Obligations, it may provide for mandatory prepayments events subject to the prior payment in full of the Term Loan Obligations and the Obligations, as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, and (z) such Indebtedness shall otherwise have no mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than (A) pursuant to Section 7.15; customary asset sale (xior casualty or condemnation event) endorsement and change of negotiable instruments for deposit or collection or similar transactions control offers and customary AHYDO Payments and, in the ordinary course case of business; any Customary Bridge Loans, prepayments of such Customary Bridge Loans from the issuance of equity or other Indebtedness permitted hereunder, (xiiB) upon 139 any event of default thereunder, (C) as a result of a scheduled maturity date, which is addressed in clause (ii) above and (D) amortization that is not in contravention of clause (iii) above), (v) the issuance by any terms and conditions of such Indebtedness (excluding maturity and economic terms such as interest rate and redemption premiums, but without limiting the applicability of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries requirements in clauses (ii) and (iii) above) are customary for financings of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or such type and are, taken as a Subsidiary providing indemnificationwhole, 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 not materially more restrictive than the terms of this Agreement (as reasonably determined by the Borrower) unless (x) such covenants and defaults apply only after the Maturity Date in effect immediately prior to the incurrence of the such Indebtedness or (y) the Administrative Agent and the Borrowers shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrowers without the consent of any other Lender), (vi) to the extent such Indebtedness is Subordinated Indebtedness, the terms of such Indebtedness provide for customary payment subordination to the Obligations as reasonably determined by the Administrative Agent in good faith, (vii) if such Indebtedness is secured, (x) it shall not be secured by any assets or property other than Collateral securing the Obligations (including any assets or property of the Loan Parties that are not covered by the Security Documents on the Closing Date but which will secure the Obligations from and after the issuance of such Indebtedness as contemplated by Section 6.12), (y) at the time of the entering into of any such Indebtedness, it shall either be governed by the Intercreditor Agreement pursuant to a joinder to the Intercreditor Agreement in accordance with the terms thereof or an Other Intercreditor Agreement shall have been entered into and shall be in full force and effect, and the Loan Parties shall have complied with their obligations under Section 6.12, and (z) the Intercreditor Agreement or the Other Intercreditor Agreement, other as applicable, shall provide, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a Lien on the ABL Priority Collateral that is senior to the Lien on the ABL Priority Collateral securing such Indebtedness, (viii) the Borrowers shall be in compliance, on a Pro Forma Basis, with (x) if such Indebtedness is unsecured, an Interest Coverage Ratio of at least 2.00:1.00 and (y) if such Indebtedness is secured, a Total Secured Net Leverage Ratio for the applicable Calculation Period of less than 2.00:1.00, in each case for the respective Calculation Period and (ix) prior to the incurrence or issuance of such Indebtedness, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company certifying as to compliance with the requirements of preceding clauses (i) through (viii) and containing the calculations (in reasonable detail) required by preceding clause (viii) (all unsecured Indebtedness incurred or guarantees issued under this clause (n) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Indebtedness incurred or issued under this clause (n) is referred to as “Permitted Additional Secured Indebtedness”); provided (I) no Indebtedness under this clause (n) shall be secured by a Lien on the ABL Priority Collateral that is senior or pari passu with the Lien on the ABL Priority Collateral securing the Obligations and (II) that the aggregate principal amount of any Indebtedness incurred pursuant to this clause (n) by a Restricted Subsidiary that is not a Loan Party, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties pursuant to Section 7.02(s), shall not exceed in the aggregate at any Person acquiring all time outstanding when taken together with outstanding Indebtedness of Restricted Subsidiaries that are not Loan Parties incurred or assumed pursuant to Sections 7.02(s) and 7.02(t) (such Indebtedness of Restricted Subsidiaries that are not Loan Parties incurred pursuant to this Section or Section 7.02(s) or 7.02(t), “Permitted Non-Loan Party Indebtedness”), the greater of $50,000,000 and 13.00% of LTM Consolidated EBITDA (as of the date incurred); provided further that such Permitted Non-Loan Party Indebtedness incurred pursuant to this Section 7.02(n) (i) shall not be guaranteed by any portion Loan Party, but may be guaranteed by other Restricted Subsidiaries that are not Loan Parties, (ii) shall not be secured by a Lien on the Collateral, but may be secured by the assets of such businessRestricted Subsidiaries that are not Loan Parties and (iii) shall not be subject to the restrictions described in clauses (iv), assets (v) and (viii) above; (o) (i) Permitted First Priority Refinancing Debt, (ii) Permitted Junior Priority Refinancing Debt and (iii) Permitted Unsecured Refinancing Debt; 140 (p) so long as no Default or Subsidiary for Event of Default then exists or would result therefrom, additional Indebtedness of the purpose of financing such acquisition, Company and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed the greater of $5,000,000; provided, however, in the case 50,000,000 and 13.00% 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; LTM Consolidated EBITDA (xiv) guarantees in the ordinary course of business as 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 (idate incurred); (xviq) [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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued Company and its Restricted Subsidiaries evidenced by the Ottawa Capitalized Lease, and any Subsidiary (in addition to Indebtedness permitted under clauses (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.e

Indebtedness. (a) CreateSubject to Section 8.02(v), the Borrower shall ------------ not, and shall not permit any of its Restricted Subsidiaries to, at any time create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):except: (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Loan Documents; (ii) Existing Indebtedness as of the Closing Date as set forth on Schedule 8.02(a) hereto (Aincluding, subject to the other provisions of ---------------- this any refinancings, extensions or renewals thereof provided that: (i) Obligations arising there is no increase in connection with the Credit Facilities principal amount thereof, or (but excluding Obligations owed under this Agreement ii) unless the Administrative Agent has provided prior written approval, there is no acceleration of the amortization from that existing on the Sixteenth Amendment Effective Date or other significant change in the default or remedy provisions thereof adverse to any other Loan Documents) and Party or to any Bank Product Agreements (collectively, the “ABL Obligations”unless otherwise specified on Schedule 8.02(a)); provided further that the Aggregate Principal Amount Owned Facility Indebtedness and ----------------- Lessor Indebtedness are also subject to the covenants and limitations described in Sections 8.01(q) and (r) and any refinancing, extension or renewal of any Owned Facility Indebtedness or Lessor Indebtedness is also subject to satisfaction of the ABL Obligations at any one time outstanding under this clause (iiconditions set forth in Exhibit 1.01(C) shall not exceed the ABL Cap, and (B) Obligations of the Loan Parties under the Loan Documentshereto; 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 owed Capitalized leases existing as of September 30, 1998 and as and to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiaryextent permitted under Section 8.02(w); (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness which is permitted by and made subordinated in accordance with this the provisions of Section 7.028.01(1); (v) Indebtedness arising from the honoring secured 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 incurrencePurchase Money Security Interests permitted under Section 8.02(b); (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety a Loan Party to the Borrower or appeal bonds, payment obligations in connection with selfto a wholly-insurance or similar obligations, and bank overdrafts (and letters owned Subsidiary of credit in respect thereof) incurred in the ordinary course of businessBorrower; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsthe Subordinated Notes, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance provided that neither the cost (including subordination provisions contained in the cost of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Indenture nor Section 1008 [Limitation on Indebtedness] of the Capital Stock Indenture shall be amended after the Subordinated Indebtedness Incurrence Date and provided further that the Indenture is not otherwise amended after the Subordinated Indebtedness Incurrence Date if the effect thereof would (i) accelerate the due date or increase the amount of a Person that becomes a Subsidiaryany payment due from the Borrower thereunder, to (ii) change the extent of the Fair Market Value of the real rate at which interest is charged thereunder, or personal property so acquired, plus goodwill associated therewith(iii) by impose material restrictions or obligations on the Borrower or the other Loan Parties which are not imposed thereunder on the Closing Date or add any term thereto which is less favorable in any material respect to the Loan Parties than the terms of the Indenture on the Subordinated Indebtedness Incurrence Date or which is more restrictive to any of its Subsidiaries after the Closing Date; provided, however, that Loan Parties than the aggregate principal amount terms of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000Credit Agreement; (viii) [Intentionally Omitted]Guaranties which constitute Indebtedness as permitted pursuant to Section 8.02(c); (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements not exceeding $500,000 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; First Union National Bank (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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000f.k.

Indebtedness. TLGI and LGII will not, nor will either permit any Subsidiary of it to, create, incur or suffer or exist any Indebtedness, except: (a) Createthe Obligations; (b) the obligations outstanding from time to time under the Bank of Montreal Credit Agreement; (c) Indebtedness (i) existing as of the close of business on December 31, incur1995, assume and described in SCHEDULE 1 hereto or suffer (ii) incurred on or after January 1, 1996, but only to exist the extent expressly described on SCHEDULE 1 hereto; (for purposes d) Rentals other than Capitalized Lease Obligations and Synthetic Lease Obligations; (e) Indebtedness of TLGI, LGII or any Subsidiary of TLGI owing to TLGI, LGII or any Subsidiary of TLGI; (f) subject to the final paragraph of this Section 7.025.26 (measured at the time of initial investment by a purchaser or other investor in Receivables Program Assets, collectivelybut not at the time of reinvestment of proceeds thereof in other Receivables Program Assets), “incur”Indebtedness of TLGI, LGII or any Subsidiary in connection with a Permitted Receivables Securitization; (g) subject to the final paragraph of this Section 5.26, additional Indebtedness of any Subsidiaries of TLGI (other than LGII), provided that such Indebtedness, when added to the aggregate outstanding Indebtedness of all such Subsidiaries which is described on SCHEDULE 1 hereto, does not at any time exceed 10.0% of Consolidated Net Worth at such time; and (h) subject to the final paragraph of this Section 5.26, additional Indebtedness issued or issue any Preferred Stockincurred by TLGI or LGII, provided that after giving effect thereto and the application of the proceeds thereof, Consolidated Indebtedness would not exceed 60% of Consolidated Capitalization. Notwithstanding the foregoing, but subject to the Borrower and last two sentences of this paragraph, any Subsidiary (except as specified below) may incur, and Indebtedness otherwise permitted under any of the foregoing clause Sections 5.26(f), (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(iig) and not this Section 7.02(a)(i)); (ii) (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 (iih) shall not exceed be permitted unless at the ABL Cap, and (B) Obligations time 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 incurrence 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any dispositiongiving PRO FORMA effect thereto, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received Consolidated Fixed Charges Coverage Ratio is at least equal to 2.25:1.00. (The acquisition 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 TLGI or any of its Subsidiaries of Permitted Refinancing a new Subsidiary which is obligated in respect of any Indebtedness in exchange for, or the net proceeds shall be deemed for purposes of which are used to extend, renew, refund, refinance, replace, defease or discharge, Indebtedness that was permitted by this Agreement Section to be incurred under clause (i); (xvithe incurrence of such Indebtedness by such new Subsidiary on the date it becomes a Subsidiary of TLGI.) [Intentionally omitted]; (xvii) to the extent constituting Indebtedness, indemnification obligations and other similar obligations (including advancement During any period 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 $1,000,000 at any time outstanding; and (xviii) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses that (i) through the ratings assigned to the senior unsecured long-term Indebtedness of TLGI by each of Standard & Poor's and ▇▇▇▇▇'▇ (xviicollectively, the "RATING AGENCIES") aboveare no less than BBB- and Baa3, respectively (the "INVESTMENT GRADE RATINGS"), and (ii) no Default or Event of Default has occurred and is continuing, the restriction contained in an aggregate principal amount and/or liquidation preference the first sentence of such Preferred Stock outstanding at any time this paragraph shall not be applicable. If one or both Rating Agencies withdraws its rating or downgrades its Investment Grade Rating, then thereafter the restriction contained in the first sentence of this paragraph shall be applicable on a prospective basis until both of the Rating Agencies thereafter assign Investment Grade Ratings to exceed $5,000,000the senior unsecured and unenhanced long-term Indebtedness of TLGI.

Indebtedness. The Borrower shall not, and shall not permit ------------ any of its Subsidiaries to, create, incur, assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than the following provided that none of the creation, incurrence, assumption or existence of any of the following result in or cause a violation or breach of, or default under, any Subordinated Debt Document: (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding hereunder and under the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary):other Loan Documents; (ib) Indebtedness outstanding on the date hereof Closing Date and listed set forth on Schedule 7.02 7.2 hereto (provided that without duplication of any other Indebtedness permitted by ------------ the other provisions of this Section 7.2); ------------ (c) Indebtedness permitted under Sections 7.6(a), 7.6(b) and --------------- ------ 7.6(d); ----- (d) Indebtedness of the Borrower of the type described in clause (vii) of the definition of Indebtedness to the extent permitted under Section ------- 7.14; ---- (e) Indebtedness with respect to (i) purchase money Indebtedness incurred solely to finance Capital Expenditures permitted under Section 7.1(f) -------------- and any extensions, renewals, refundings or refinancings thereof, not in excess of $5,000,000 in the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 aggregate at any one time outstanding for all such purchase money Indebtedness and all extensions, renewals, refundings and refinancings thereof and (ii) Capitalized Leases permitted under Section 7.13 and any extensions, renewals, refundings or ------------ refinancings thereof so long as the terms of any such Indebtedness with respect to Capitalized Leases is permitted under Section 7.13; provided, that (A) any ------------ such Indebtedness incurred pursuant to this clause (iie) and any such extensions, renewals, refundings or refinancings thereof shall not exceed 85% of the ABL Caplesser of the purchase price or the fair market value of the asset so financed, (B) at the time of such incurrence, no Default or Event of Default has occurred and is continuing or would result from such incurrence, and (BC) Obligations such Indebtedness has a scheduled maturity and is not due on demand; (f) any extensions, renewals, refundings and refinancings of the Loan Parties under Indebtedness described in clause (b) above, so long as the terms of any such extension, renewal, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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, howeverfurther, that the aggregate principal amount of such Indebtedness and/or shall not be increased above the liquidation preference principal amount thereof outstanding immediately prior to such extension, renewal, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such Preferred Stock outstanding at any time may not exceed $5,000,000extension, renewal, refunding or refinancing; (viii) [Intentionally Omitted] (ixg) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any Domestic Subsidiary of the Borrower’s Subsidiaries Borrower owed to the Borrower or to any other Subsidiaries Domestic Subsidiary of shares the Borrower, provided, that the aggregate of Disqualified Stock or Preferred Stockall Santa ▇▇▇▇▇▇▇ Investments does not exceed $12,500,000; (xiiii) 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 pursuant 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; (xvi) 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 Convertible Subordinated Notes in an aggregate principal amount not to exceed $1,000,000 159,225,000 and (ii) the New Subordinated Notes in an aggregate original principal amount not to exceed $287,500,000 at any time outstanding; in each case less all repayments, redemptions, prepayments, purchases, defeasances or acquisitions for value with respect thereto after the Closing Date; (j) unsecured Indebtedness of the Borrower or any of its Subsidiaries consisting of guarantees of Indebtedness of a franchisee incurred to finance a remodeling, construction or purchase of a retail unit of such franchisee or capital expenditures of such franchisee ("Franchisee Construction Debt"); provided, that (i) the 80 amount of the obligations of the Borrower and its Subsidiaries under or with respect to guarantees of more than 20% of the principal amount of the Franchisee Construction Debt of a franchisee shall not exceed $5,000,000 in the aggregate outstanding at any time; and (iii) except for the guarantees described in the foregoing clause (ii), the amount of the obligations of the Borrower and its Subsidiaries under or with respect to guarantees of Franchisee Construction Debt of any franchisee shall not exceed 20% of the Franchisee Construction Debt of such franchisee; (k) unsecured Indebtedness of the Borrower or any of its Subsidiaries owing to former franchisees and representing the deferred purchase price (or a deferred portion of such purchase price) payable by the Borrower or such Subsidiary to such former franchisee in connection with the purchase by the Borrower or such Subsidiary of one or more retail outlets from such former franchisee in an aggregate principal amount for all such Indebtedness not to exceed $5,000,000 at any one time outstanding; (l) Indebtedness of any entity acquired pursuant to a Permitted Acquisition with respect to which all of the conditions set forth in Section ------- 7.8(f) have been satisfied, which Indebtedness (i) is existing prior to such ------ Permitted Acquisition, (ii) is assumed by the Borrower or any Subsidiary of the Borrower in connection with any such Permitted Acquisition and (iii) is not incurred in contemplation of such Permitted Acquisition; provided, that the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; and (xviiim) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition with respect to Indebtedness Sale and Leaseback Transactions permitted under clauses (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.Section 7.13(a). ---------------

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, provided that the Borrower may incur Indebtedness and any Restricted Subsidiary may incur Indebtedness if (except as specified belowx) may incurimmediately before and after such incurrence, no Default shall have occurred and be continuing and (y) the foregoing clause Total Leverage Ratio for the Test Period immediately preceding such incurrence calculated on a pro forma basis for such incurrence in accordance with Section 1.10 would be less than or equal to 7.0 to 1.0. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” Indebtedness of the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Subsidiary):Indebtedness incurred pursuant to Sections 2.15 and 2.16); (b) (i) Indebtedness existing on the Closing Date and set forth on Schedule 7.03(b) to the Original Credit Agreement and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing thereof; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be unsecured and, within 60 days of the Closing Date (unless extended or waived in the Administrative Agent’s sole discretion), subordinated pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; (c) Guarantees by the Borrower or any of its Restricted Subsidiaries in respect of Indebtedness of the Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any of its Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be unsecured and subordinated pursuant to an intercompany note reasonably satisfactory to the Administrative Agent; provided however that the foregoing subordination requirement shall not be required until 60 days after the Closing Date (subject to extension or waiver in the sole discretion of the Administrative Agent) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of sale-leaseback transactions, and (iii) Indebtedness arising under Capitalized Leases other than those in effect on the Closing Date or entered into pursuant to subclauses (i) and (ii) of this clause (e) and, in the case of clauses (i), (ii) and (iii), any Permitted Refinancing thereof; (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks and not for speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and any Permitted Refinancing of any of the foregoing and so long as the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $175,000,000, determined at the time of incurrence; (h) [Reserved]; (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed representing deferred compensation to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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 employees 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (viij) Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsto current or former officers, mortgage financings directors, managers, consultants and employees, their Controlled Investment Affiliates or purchase money obligations) incurred or Preferred Stock issued Immediate Family Members to finance the cost (including the cost purchase or redemption of improvement or construction) to acquire real or personal property, plant or equipment (including acquisitions Equity Interests of the Capital Stock of a Person that becomes a Subsidiary, to the extent of the Fair Market Value of the real Borrower (or personal property so acquired, plus goodwill associated therewithany direct or indirect parent thereof) permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries after the Closing Date; providedin a Permitted Acquisition, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business other Investment expressly permitted hereunder or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsany Disposition, in each case to the extent permitted pursuant to Section 7.15constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (xil) endorsement Indebtedness consisting of negotiable instruments for deposit obligations of the Borrower and its Restricted Subsidiaries under deferred compensation or collection other similar arrangements incurred by such Person in connection with the Transactions, any Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar transactions arrangements in the ordinary course of businessbusiness and any Guarantees thereof; (xiin) 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 the greater of $5,000,000; provided, however400,000,000 and 3.33% of Total Assets, in each case determined at the case time 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 dispositionincurrence; (xivo) guarantees 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 of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licenseesbusiness; (xvp) the incurrence Indebtedness incurred 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 Restricted Subsidiaries in favor respect of directorsletters of credit, officersbank guarantees, employeesbankers’ acceptances, consultants warehouse receipts or agents of the Borrower similar instruments issued or any of its Subsidiaries extended created in the ordinary course of business or consistent with past practice, 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; (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (r) [Reserved]; (s) Indebtedness in an aggregate principal amount not to exceed $1,000,000 435,000,000 at any time outstanding under the ABL Facilities and any Permitted Refinancing thereof; (t) Indebtedness in respect of the Bridge Facility Debt (including any guarantees thereof) and any Permitted Refinancing thereof; (u) Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party not to exceed $200,000,000 at any time outstanding; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above and (w) through (bb) below; (w) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (x) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (y) Indebtedness in respect of (i) Permitted Subordinated Notes to the extent the Net Cash Proceeds therefrom are immediately after the receipt thereof, offered to prepay the Term Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing of the foregoing; (z) Indebtedness in respect of (i) Permitted Subordinated Notes or unsecured Indebtedness to the extent incurred to finance a Permitted Acquisition permitted by Section 7.02 and (ii) any Permitted Refinancing of the foregoing; (aa) Indebtedness assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; (bb) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (cc) Permitted First Priority Refinancing Debt and any Permitted Refinancing in respect thereof; and (xviiidd) Permitted Unsecured Refinancing Debt and any Permitted Refinancing in respect thereof. Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor. In addition, notwithstanding the foregoing, Restricted Subsidiaries that are Non-Loan Parties may not incur Indebtedness pursuant to the first paragraph of this Section and clauses (n) and (u) of this Section in an aggregate combined principal amount at any time outstanding in excess of $500,000,000 in each case determined at the time of incurrence. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (dated such date prepared in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed $5,000,000accordance with GAAP.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) (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; (iiib) Indebtedness owed to Guaranties by the Borrower or any Guarantor of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or trade payables of any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, Loan Party incurred and paid in the case ordinary course of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiarybusiness on ordinary trade terms; (ivc) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Restricted Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02;80 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT] (vd) unsecured Indebtedness arising from the honoring by a bank for borrowed money of, or other financial institution in respect of a checkprivate placement or public sale of notes by the Borrower, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of businessand any unsecured Guarantees thereof only by Persons that are Guarantors; provided, however, that (i) such Indebtedness is extinguished within five shall not have the benefit of any letter of credit or other credit support (5other than such unsecured guarantees from Guarantors), (ii) Business Days such Indebtedness shall have no portion of incurrenceits principal amount scheduled to be due and payable prior to the first anniversary of the Maturity Date, (iii) such Indebtedness shall have the benefit of no financial maintenance covenants that are more restrictive than, or that conflict with, those contained herein and (iv) no covenant benefiting such Indebtedness shall restrict the Borrower from incurring the maximum amount of Indebtedness of any type hereunder that they would be permitted to incur on the date hereof, assuming that they had exercised their rights under Section 2.14 to the greatest extent possible; provided that after giving effect to such Indebtedness and the application of any of the proceeds thereof on the issuance date no Default or Event of Default shall exist and, on a pro forma basis, the Borrower shall comply with the covenants contained in Sections 7.16 and 7.17; (vie) obligations (contingent or otherwise) of the Borrower or any Restricted 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, currency translation or property held or reasonably anticipated to be held 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 (except to the extent such Swap Contracts permit the “netting” of multiple contracts entered into pursuant to a master agreement); (f) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) incurred in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Capital Lease Obligations, mortgage financings or Synthetic Lease Obligations and purchase money obligations) incurred obligations for fixed or Preferred Stock issued to finance capital assets within 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 Daterequirements set forth in Section 7.01(i); provided, however, that the aggregate principal amount of all such Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any one time may outstanding shall not exceed $5,000,00040,000,000; (viiig) [Intentionally Omitted]Indebtedness of any Loan Party owing to another Loan Party; (ixh) Indebtedness consisting acquired in an acquisition, existing at the time of such acquisition and not incurred in contemplation thereof in an aggregate principal or face amount not to exceed $10,000,000 at any time; provided that such Indebtedness shall not be secured except to the extent such Indebtedness is secured by Liens permitted by Section 7.01(n); provided further, that no Person, other than the obligor or obligors thereon at the time of such acquisition shall become liable for such Indebtedness; (Ai) the financing Cash Management Obligations and other Indebtedness in respect of insurance premiums netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of the obligations not constituting Indebtedness of suppliers, customers, distributors, franchisers and licensees; (xv) the incurrence by the Borrower or any discharged within two Business Days 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 $1,000,000 at any time outstandingincurrence; and (xviiij) additional Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03; provided that such Indebtedness shall not be secured except to the Borrower or extent such Indebtedness of or Preferred Stock issued is secured by any Subsidiary (in addition to Indebtedness Liens permitted under clauses (i) through (xvii) above) in an by Section 7.01(o); provided further that the aggregate principal or face amount and/or liquidation preference of such Preferred Stock outstanding all Indebtedness secured by Liens under this Section 7.03(j) shall not exceed $10,000,000 at any time not to exceed $5,000,000time.

Indebtedness. (a) CreateThe Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit Indebtedness created hereunder; (b) Indebtedness in respect of notes issued by the incurrence of, each and all of Borrower after the following (clauses date hereof so long as (i) through no Default exists at the time of such issuance or would result therefrom, (xviiiii) comprising such Indebtedness (and any Guarantees of Subsidiaries in respect of such Indebtedness) is subordinated upon terms no less favorable (from the “Permitted Debt” standpoint of the holders of "Senior Indebtedness" under and as defined in the Senior Subordinated Notes Indentures) than the terms of subordination set forth in the Senior Subordinated Notes Indentures, (iii) the scheduled amortization of such notes (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) shall not be earlier than the later of six months after the maturity date for the Incremental Loans and the maturity date of the then latest-maturing Senior Subordinated Notes or any other New Senior Subordinated Notes, (iv) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) of the Refunding Indebtedness are not more restrictive than the corresponding provisions of the Senior Subordinated Notes Indentures, (v) after giving effect to the issuance of such notes the Borrower shall be in compliance with Section 7.09 (the determination of such compliance to be calculated on a pro forma basis as if such notes had been issued as of the first day of the period of four fiscal quarters most recently Credit Agreement 75 - 70 - ended prior to the date of such issuance) and any Subsidiary):(vi) the Borrower furnishes to the Administrative Agent on the date of such issuance a certificate of a Financial Officer demonstrating in reasonable detail compliance with the foregoing conditions; (ic) Indebtedness existing on the date hereof and set forth in Schedule 7.01 and (x) in the case of any such Indebtedness (other than the Senior Subordinated Notes and the OCI Subordinated Notes), any extension, renewal, refunding or replacement of such Indebtedness that does not increase the principal amount of such Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under y) in the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)); (ii) case of the Senior Subordinated Notes or the OCI Subordinated Notes, (A) Obligations arising in connection with any extension or renewal thereof so long as such Senior Subordinated Notes or OCI Subordinated Notes (the Credit Facilities "Refunding Indebtedness"), as so extended or renewed, would have been permitted to be issued on the date of such extension or renewal under paragraph (but excluding Obligations owed under this Agreement or any other Loan Documentsb) 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, above and (B) Obligations any refunding or replacement thereof from the proceeds of New Senior Subordinated Notes issued in accordance with paragraph (b) above that does not increase the Loan Parties under principal amount of such Indebtedness outstanding on the Loan Documents; date of such refunding or replacement, provided that this clause (1c) any Hedging Agreement or Secured Hedge Agreement shall otherwise be permitted pursuant to Section 7.15; (2) not, after the Aggregate Principal Amount of Closing Date, permit any such Obligations arising under any Hedging Agreement or Secured Hedge Agreement entitled Indebtedness identified on said schedule that is to be paid on 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 pricesClosing Date; (iiid) Indebtedness owed of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a other Restricted Subsidiary; (ive) Guarantees of the Term Loans and Guarantees of permitted under Section 7.03; (f) Indebtedness of the Borrower under Equity Hedging Arrangements, so long as the aggregate maximum contingent or potential liability thereunder shall not on any Subsidiary date exceed $12,000,000 minus the aggregate amount in fact paid by the Borrower or any Subsidiary; provided that under all Equity Hedging Arrangements during the period commencing on the date hereof and ending on such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) 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 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 purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition, in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided, however, in the case of any disposition, the maximum principal amount of such Indebtedness does not exceed the gross cash proceeds actually received by the Borrower or a Subsidiary in connection with such disposition; (xiv) guarantees in the ordinary course of business of 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 $1,000,000 at any time outstandingdate; and (xviiig) additional Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Restricted Subsidiary (determined on a consolidated basis without duplication in addition to Indebtedness permitted under clauses (i) through (xvii) aboveaccordance with GAAP) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding up to but not exceeding $65,000,000 at any one time not to exceed $5,000,000outstanding.

Indebtedness. Incur, create, assume, guarantee or permit to exist any Indebtedness, except: (a) CreateIndebtedness existing on the Closing Date either (i) set forth on Schedule 6.1(a) or (ii) individually with a principal amount of less than $100,000, incurand, assume or suffer in each case, any Refinancing Indebtedness incurred to exist (for purposes of this Section 7.02, collectively, “incur”) Refinance any such Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through and (xviiiii) comprising collectively, the “Permitted Surviving Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i)”); (iib) (A) Obligations arising in connection with Indebtedness created hereunder or under the other Credit Facilities (but excluding Obligations owed under this Agreement or Documents, Refinancing Term Loans, Refinancing Equivalent Debt, Incremental Term Loans, Incremental Equivalent Debt and any other Loan Documents) and Bank Product Agreements (collectively, the “ABL Obligations”); provided that the Aggregate Principal Amount Refinancing Indebtedness incurred to Refinance any 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 pricesforegoing Indebtedness; (iiic) Indebtedness owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (ivi) Guarantees of the Term Loans and Guarantees of other Indebtedness of the Borrower or any Restricted Subsidiary secured on a pari passu or junior Lien basis with respect to the Liens securing the Obligations or on an unsecured basis; provided, that (A) in the case of Indebtedness secured on a pari passu or senior Lien basis, the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 5.00:1.00 and (B) in the case of Indebtedness secured on a junior Lien basis or secured by assets other than the Collateral or unsecured Indebtedness, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 6.50:1.00; provided further that, in the case of any Indebtedness incurred under this clause (c), (1) such Indebtedness shall not mature prior to the date that is 91 days after the Maturity Date of the Term Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term Loans plus 91 days, (2) such Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in this Agreement except to the extent applying to periods solely after the Latest Maturity Date of Loans outstanding hereunder, (3) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness, (4) to the extent (x) such Indebtedness incurred is secured by a Lien on the Collateral or (y) the aggregate principal amount of any such Indebtedness is in excess of $25,000,000 and such Indebtedness is incurred by a Restricted Subsidiary that is not organized under the laws of Canada or the United States, such Indebtedness is incurred or issued subject to an Intercreditor Agreement, (5) if any such Indebtedness is secured on a pari passu basis with respect to the Liens securing the Obligations, then such Indebtedness shall be in the form of notes or other debt securities in each case and (6) prior to January 1, 2019, such indebtedness may only be incurred to finance Permitted Acquisitions and (ii) any Refinancing Indebtedness incurred in respect thereof; (d) (i) Indebtedness of the Credit Parties pursuant to the 8.00% New Senior Secured Notes; provided that the aggregate principal amount thereof shall not exceed $299,972,000 at any time outstanding; and (ii) any Refinancing Indebtedness incurred in respect thereof; (e) Indebtedness pursuant to (i) Hedge Agreements not entered into for speculative purposes and (ii) Cash Management Agreements; (f) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification obligations to such Person, in each case, in the ordinary course of business; provided that, upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than sixty (60) days following such incurrence; (g) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that (i) any Indebtedness (including intercompany loans and other Investments constituting Indebtedness) owing, and guarantees provided, by a Credit Party to a Restricted Subsidiary that is not a Credit Party and will not become a Credit Party in connection with the incurrence of such Indebtedness (or related Investment) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, (ii) the aggregate principal amount of such Indebtedness incurred pursuant to this subclause (g) by a Restricted Subsidiary that is not a Credit Party owing to a Credit Party and Investments by Credit Parties in Restricted Subsidiaries that are not Credit Parties and will not become a Credit Party in connection with the incurrence of such Investment pursuant to Section 6.3(l), shall not exceed in the aggregate the greater of (x) $58,000,000 and (y) 2.5% of Consolidated Total Assets and (iii) to the extent the aggregate principal amount of any such Indebtedness is permitted in excess of $25,000,000 and such Indebtedness is incurred by and made in accordance with this Section 7.02a Restricted Subsidiary that is not organized under the laws of Canada or the United States, such Indebtedness is incurred or issued subject to an Intercreditor Agreement; (vh) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, including (i) those incurred to secure health, safety and environmental obligations and (ii) performance guarantees of suppliers, customers, franchisees and licensees of the Borrower and its Restricted Subsidiaries; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business or other cash management treasury services in the ordinary course of business; provided, however, that ; (j) Indebtedness of the Borrower and the Restricted Subsidiaries assumed in connection with Permitted Acquisitions at any time outstanding so long as (i) such Indebtedness is extinguished within five not incurred to finance or in contemplation of any such acquisition, (5ii) Business Days after giving effect to the assumption of incurrencesuch Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most recent Fiscal Quarter of the Borrower for which financial statements have been made available (or were required to be made available) pursuant to Section 5.4(a) or (b), the Total Net Leverage Ratio (calculated on a Pro Forma Basis) (x) does not exceed 6.50:1.00 or (y) would be equal to or less than immediately prior to such assumption of Indebtedness and such Permitted Acquisition, and (iii) before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (vik) Capital Lease Obligations and other Indebtedness incurred to finance the acquisition, installations, repairs, improvement and removal of fixed or capital assets in an aggregate outstanding principal amount not to exceed, at the time of incurrence of such Indebtedness (and after giving effect thereto), the greater of (i) $29,000,000 and (ii) 1.25% of Consolidated Total Assets; (l) guarantees (i) by the Borrower or any Credit Party of any Indebtedness of the Borrower or any Credit Party permitted to be incurred under this Agreement, (ii) by the Borrower or any Credit Party of Indebtedness otherwise permitted hereunder of any Restricted Subsidiary that is not a Credit Party to the extent such guarantees are permitted by Section 6.3 and (iii) by any Restricted Subsidiary of the Borrower that is not a Credit Party of Indebtedness of another Restricted Subsidiary of the Borrower that is not a Credit Party permitted to be incurred under this Agreement; provided that guarantees by the Borrower or any Credit Party under this Section 6.1(l) of any other Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated to the Obligations on terms not less favorable to the Lenders than the subordination terms applicable to such other Indebtedness; (m) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations), in each case, incurred or assumed in connection, and substantially simultaneously with, or prior to and for the purpose of consummating, any Permitted Acquisition or other Investment or the disposition of any business, assets or a subsidiary not prohibited by this Agreement, other than guarantees of Indebtedness for borrowed money incurred for the purpose of financing such Permitted Acquisition or other Investment or the acquisition of such business, assets or subsidiary; (n) Indebtedness arising pursuant to appeal bonds or similar instruments required in connection with judgments that do not result in a Default or Event of Default; (o) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in subclauses (a) through (o) above and subclauses (q) through (bb) below; (q) Indebtedness of the Borrower and the Restricted Subsidiaries incurred under overdraft facilities (including, but not limited to, intraday, automated clearing house and purchasing card services) extended by one or more financial institutions and established for the Borrower’s and the Restricted Subsidiaries’ ordinary course of operations; (r) Indebtedness in respect of performance bondsletters of credit, bankers’ acceptancesbank guarantees, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance warehouse receipts or similar obligations, instruments issued to support performance obligations and bank overdrafts (and trade letters of credit (other than obligations in respect thereofof other Indebtedness) in each case, incurred in the ordinary course of business; (viis) unsecured Indebtedness (including Indebtedness represented by Capitalized Lease Obligationsin respect of obligations to pay the deferred purchase price of goods, mortgage financings services, licenses or purchase money obligations) progress payments in connection with such goods, services and licenses 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 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 and not in connection with the borrowing of money or any Hedge Agreements; (Bt) take-or-pay obligations contained in supply arrangements entered into Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; (Au) Indebtedness comprised consisting of secured Obligations in respect of Hedging Agreements promissory notes issued to current or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); former officers, directors and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreementsemployees, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection their respective estates 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 obligationsfamily members, in each case, to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 6.3; (v) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred by such Person in connection with the disposition Permitted Acquisitions or acquisition any other Investment permitted hereunder (w) guarantees of any business, assets lease permitted hereunder of real property entered into by the Borrower or a Subsidiary expressly permitted under any Restricted Subsidiary; (x) Indebtedness in an aggregate amount equal to 100% of the terms net cash proceeds received by the Borrower from the issuance or sale of this Agreement, its Equity Interests (other than Disqualified Stock) after the Closing Date excluding any Equity Interests issued or capital contribution made on or prior to the Closing Date; provided that, the amount of such proceeds or capital contribution shall not count toward Cumulative Credit; (y) Indebtedness of any Restricted Subsidiary that is not a Credit Party under any working capital or guarantees similar line of credit in an aggregate outstanding principal amount not to exceed $10,000,000; (z) Indebtedness incurred to finance any acquisition permitted hereunder so long as after giving pro forma effect thereto (A) if such Indebtedness is secured on a pari passu basis with the Initial Term Loans, the Senior Secured Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period does not exceed the greater of (1) 5.00:1.00 and (2) the Senior Secured Net Leverage Ratio as of the last day of the then-most recently completed fiscal quarter (provided that any such Indebtedness that is incurred by any Person acquiring all Credit Party in the form of term loans that are pari passu with the Initial Term Loans in right of payment and with respect to security shall be subject to the MFN Adjustment pricing adjustment) and (B), if such indebtedness is secured on a junior basis to the Initial Term Loans, is secured by assets other than the Collateral, or any portion is unsecured, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) does not exceed the greater of such business(1) 6.50:1.00 and (2) the Total Net Leverage Ratio as of the last day of the then-most recently completed fiscal quarter (this clause 6.1(bb) the “Incurred Acquisition Debt Basket”); (aa) Indebtedness of the Borrower and the other Credit Parties under a revolving facility which may provide for “super-priority” status under customary terms, assets or Subsidiary for including a “first-out” basis in the purpose of financing such acquisitionCollateral waterfall provision, in an aggregate principal amount of up to the greater of (x) $150 million at any time outstanding not to exceed $5,000,000; providedor (y) 50% of Consolidated Adjusted EBITDA (pro forma for any acquisitions), 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 with 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 total outstanding principal amount not to exceed $1,000,000 at 250,000,000 (the “Revolving Facility”), the proceeds of which shall not be used to fund any time outstandingacquisitions, joint ventures, minority investments or investments in Unrestricted Subsidiaries; and (xviiibb) additional other Indebtedness of the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses (i) through (xvii) above) in an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding at any time not to exceed the greater of (x) $5,000,00040,500,000 and (y) 1.75% of Consolidated Total Assets; provided that, to the extent the aggregate principal amount of any such Indebtedness is in excess of $25,000,000 and such Indebtedness is incurred by a Restricted Subsidiary that is not organized under the laws of Canada or the United States, such Indebtedness is incurred or issued subject to an Intercreditor Agreement; provided that any such Indebtedness incurred by Restricted Subsidiaries that are not Credit Parties pursuant to clauses (c), (z) and (bb) above, shall not exceed an aggregate principal amount outstanding equal to the greater of (i) $58,000,000 and (ii) 2.5% of Consolidated Total Assets. For purposes of determining compliance with this Section 6.1, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in Section 6.1(a) and (d) through (bb) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 6.1(a) and (d) through (bb), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.1 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses and such item of Indebtedness shall be treated as having been incurred or existing pursuant to only one of such clauses; provided, however, that no such reclassification or division shall be permitted with respect to any Indebtedness incurred pursuant to Section 6.1(b) (c), (d), (z) or (aa). In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

Indebtedness. (a) CreateIrish Holdco will not, and will not permit any Restricted Subsidiary to, incur, assume directly or suffer indirectly, any Indebtedness, and Irish Holdco will not issue any Disqualified Equity Interests and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Equity (other than the issuance of Preferred Equity by any Restricted Subsidiary to Irish Holdco or another Restricted Subsidiary that is a Loan Party and, to the extent such issuance constitutes a Permitted Investment hereunder or is otherwise permitted under Section 6.04, the issuance of Preferred Equity by any Restricted Subsidiary that is not a Loan Party to Irish Holdco or another Restricted Subsidiary); provided, however, Irish Holdco will be entitled to incur Indebtedness or issue Disqualified Equity Interests and any Restricted Subsidiary will be entitled to incur Indebtedness or issue Preferred Equity, so long as (i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect (including giving effect on a pro forma basis) to such incurrence or issuance, (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (ii) after giving effect to such incurrence or issuance on a pro forma basis for the most recently ended Test Period prior to such incurrence or issuance (or, in the event the proceeds thereof are to be used to finance a Limited Condition Acquisition, prior to the date the definitive agreements for such Limited Condition Acquisition are entered into), the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (but excluding, for purposes of this Section 7.02, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoingsuch calculation, the Borrower proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash); provided, further, that any such Indebtedness of non-Guarantor Subsidiaries, when combined with all Indebtedness incurred pursuant to Section 6.01(b)(xi) hereof, shall not exceed, in the aggregate, $60,000,000 at any time outstanding; (b) Notwithstanding Section 6.01(a), Irish Holdco and its Restricted Subsidiaries will be entitled to incur any Subsidiary (except as specified below) may incur, and the foregoing clause (a) will not prohibit the incurrence of, each and or all of the following Indebtedness (clauses (i) through (xviii) comprising the collectively “Permitted Debt” of the Borrower and any Subsidiary”): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 The Secured Obligations (provided that including any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(iiIncremental Loans) and not this Section 7.02(a)(i))any Credit Agreement Refinancing Indebtedness; (ii) Indebtedness owed to and held by Irish Holdco or a Restricted Subsidiary as permitted under Section 6.04; provided, that (Ai) Obligations arising any subsequent issuance or transfer of any Equity Interest that results in connection with any such Indebtedness being held by a Person other than Irish Holdco or a Restricted Subsidiary and (ii) any subsequent transfer of such Indebtedness (other than to Irish Holdco or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Credit Facilities (but excluding Obligations owed under this Agreement or any other Loan Documents) and Bank Product Agreements (collectively, incurrence of such Indebtedness by the “ABL Obligations”); provided obligor thereon that the Aggregate Principal Amount of the ABL Obligations at any one time outstanding under was not permitted by 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 owed of Irish Holdco to the Borrower any Restricted Subsidiary and of any Restricted Subsidiary to Irish Holdco or any of its Subsidiaries evidenced by an unsubordinated promissory noteother Restricted Subsidiary (including, without limitation, pursuant to any Intercompany Closing Date Loans and to consummate the Transactions (including, without limitation, the Acquisition)); provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, (x) such Indebtedness must of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party is a Permitted Investment or is otherwise permitted under Section 6.04, and (y) any Indebtedness consisting of any Intercompany Closing Date Loan shall be expressly represented by a promissory note pledged to the Collateral Agent as provided in the definition of Intercompany Closing Date Loan contained herein, and (z) any Indebtedness owing by any Loan Party to a Restricted Subsidiary which is not a Loan Party shall be subordinated in right of payment to the Term LoansSecured Obligations on a basis, in and pursuant to an agreement, reasonably satisfactory to the case of the Borrower, or the Subsidiary Guaranty, in the case of a SubsidiaryAdministrative Agent; (iv) Guarantees Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by Irish Holdco (other than Indebtedness incurred in connection with, or to provide all or any portion of the Term Loans funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Irish Holdco); provided, that on the date of such acquisition and Guarantees after giving effect thereto on a pro forma basis, either (A) Irish Holdco would be entitled to incur at least $1.00 of additional Indebtedness of pursuant to Section 6.01(a), or (B) the Borrower Fixed Charge Coverage Ratio shall be the same or any Subsidiary by greater than such ratio, in each case as in effect immediately prior to the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02consummation thereof; (v) Permitted Refinancing Indebtedness arising from the honoring in respect of Indebtedness incurred pursuant to Section 6.01(a), Sections 6.01(b)(iv), (xvii) or (xxii) or this clause (v); (vi) Swap Agreements permitted under Section 6.05; (vii) (A) obligations in respect of worker’s compensation and self-insurance and performance, bid, stay, customs, appeal, replevin and surety bonds and performance and completion guarantees provided by a bank Irish Holdco or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds any Restricted Subsidiary in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five and (5B) Business Days of incurrence; (vi) Indebtedness reimbursement and indemnification obligations in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit credit, banker’s acceptances and other similar instruments issued in respect thereofof obligations specified in clause (A) incurred or to landlords or vendors in the ordinary course of business; (vii) Indebtedness (including Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted]ACH Indebtedness and Indebtedness owed in respect of business credit card programs and any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services; (ix) Indebtedness consisting of any Guarantee by Irish Holdco or any Restricted Subsidiary of Indebtedness or other obligations of Irish Holdco or any of its Subsidiaries; provided that the aggregate amount of Indebtedness and other payment obligations (Aother than in respect of any overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or in connection with any ACH Indebtedness) of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall constitute Permitted Investments (without giving effect to clause (11) thereof) or otherwise be permitted under Section 6.04; provided, further, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (x) Capital Lease Obligations, Synthetic Lease Obligations and Indebtedness incurred after the Closing Date in respect of purchase money indebtedness and Permitted Refinancing Indebtedness in respect thereof and in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (x), does not exceed the greater of $22,500,000 or 1.00% of Total Assets; (xi) Other Indebtedness of non-Guarantor Subsidiaries and Foreign Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (xi), does not exceed the greater of $22,500,000 or 1.00% of Total Assets; (xii) Indebtedness of Irish Holdco or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums in with the ordinary course providers of business such insurance or their affiliates or (Bii) take-or-pay obligations contained in supply arrangements entered into agreements, in each case, in the ordinary course of business; (Axiii) Indebtedness comprised incurred in connection with judgments, decrees, attachments or awards that do not constitute an Event of secured Obligations Default; (xiv) Indebtedness in the form of (i) guarantees of loans and advances to officers, directors, consultants and employees, in an aggregate amount not to exceed $7,500,000 at any one time outstanding, and (ii) reimbursements owed to officers, directors, consultants and employees of Irish Holdco or any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies; (xv) Indebtedness consisting of obligations to make payments to current or former officers, directors and employees of Irish Holdco, any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies, their respective estates, spouses or former spouses with respect to the cancellation, purchase or redemption of Hedging Agreements Equity Interests of Irish Holdco, any of its Subsidiaries, or Secured Hedge Agreements any of Irish Holdco’s direct or indirect parent companies to the extent permitted to be entered into pursuant to the last proviso in under 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 7.156.04; (xixvi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; Indebtedness (xiii) 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 Permitted Receivables Facility that is not recourse to Irish Holdco or any portion of such business, assets Restricted Subsidiary or Subsidiary (ii) incurred for the purpose of financing such acquisitionworking capital purposes, in an aggregate principal amount at any time on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (xvi), does not to exceed $5,000,00050,000,000; (A) [reserved], (B) any other Indebtedness that is outstanding on the Closing Date and set forth in Schedule 6.01, (C) the New Horizon Unsecured Notes (and any Guarantees thereof by the Guarantors) and (D) any refinancing, extensions, renewals or replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated with such Indebtedness); (xviii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of Irish Holdco or any of its Restricted Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions, the Acquisition or permitted Dispositions; (xix) Alternative Incremental Facility Indebtedness and Permitted Refinancing Indebtedness in respect thereof provided that (A) no Default or Event of Default shall have occurred and be continuing on the date of incurrence thereof, both immediately prior to and immediately after giving effect to such incurrence, and (B) as of the end of the most recently ended Test Period prior to the effectiveness of such Alternative Incremental Facility Indebtedness (or, to the extent Lenders funding the Alternative Incremental Facility Indebtedness agree, in the case the proceeds thereof are used to finance a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into) on a pro forma basis (after giving effect to the use of proceeds of such Alternative Incremental Facility Indebtedness and any Permitted Acquisition or other acquisition or Investment to be consummated in connection therewith) (x) the First Lien Net Leverage Ratio shall be less than 3.50:1.00 (calculated based on the same assumptions as those set forth in Section 2.172.20(d)(ii)(B)(I) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)) and (y) the Total Net Leverage Ratio shall be less than 5.75:1.00 (calculated based on the same assumptions as those set forth in Section 2.172.20(d)(ii)(B)(II) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)); (xx) Indebtedness in the form of an intercompany note issued in connection with a Permitted Acquisition involving a tender offer followed by a short form merger (i.e. a statutory short form merger that requires no further approvals to consummate); providedprovided that (i) such short form merger is consummated within five (5) Business Days of the incurrence of such Indebtedness and (ii) not later than three (3) Business Days after consummation of the related short form merger, howeversuch Indebtedness (x) is extinguished or retired or (y) otherwise constitutes a Permitted Investment; (xxi) Indebtedness of Irish Holdco or of any of the Restricted Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with all other Indebtedness of Irish Holdco and the Restricted Subsidiaries then outstanding and incurred pursuant to this clause (xxi), does not exceed the greater of $90,000,000 or 2.50% of Total Assets; and (xxii) (A) the Existing Notes and (B) the 2024 Notes (and any Guarantees thereof by the Guarantors). (c) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of any dispositionterm debt, or first committed, in the maximum case of revolving credit debt; provided, that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness does not exceed being extended, replaced, refunded, refinanced, renewed or defeased, plus the gross cash proceeds actually received by the Borrower or a Subsidiary aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such dispositionrefinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing; (xivd) guarantees The accrual of interest, the accretion of accreted value and the payment of interest in the ordinary course form of business additional Indebtedness shall not be deemed to be an incurrence of the obligations not Indebtedness for purposes of this Section 6.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of suppliers, customers, distributors, franchisers and licensees;Irish Holdco dated such date prepared in accordance with GAAP. (xve) Irish Holdco will not, and will not permit any Guarantor to, directly or indirectly incur any Indebtedness (including Permitted Debt) that is contractually subordinated or junior in right of payment to any Indebtedness of Irish Holdco or such Guarantor, as the incurrence by case may be, unless such Indebtedness is expressly subordinated in right of payment to the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, Obligations 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) applicable Guarantee 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 same manner as such Indebtedness is subordinated to exceed $1,000,000 at any time outstanding; and (xviii) additional other Indebtedness of Irish Holdco or such Guarantor, as the Borrower or Indebtedness of or Preferred Stock issued by any Subsidiary (in addition to Indebtedness permitted under clauses case may be; provided, that (i) through unsecured Indebtedness shall not be treated as subordinated or junior to any other Indebtedness merely because it is unsecured and (xviiii) above) Indebtedness shall not be treated as subordinated or junior in an aggregate principal amount and/or liquidation preference right of payment to other Indebtedness merely because such Preferred Stock outstanding at Indebtedness has a junior priority with respect to any time not to exceed $5,000,000collateral.

Indebtedness. (a) Create, incur, assume or suffer to exist (for purposes of this Section 7.02any Indebtedness, collectively, “incur”) any Indebtedness or issue any Preferred Stock. Notwithstanding the foregoing, the Borrower and any Subsidiary (except as specified below) may incur, and the foregoing clause except: (a) will not prohibit the incurrence of, each and all of the following (clauses (i) through (xviii) comprising the “Permitted Debt” of the Borrower and any Subsidiary): (i) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 (provided that any Indebtedness incurred under the Existing ABL Facility shall be deemed to be incurred pursuant to Section 7.02(a)(ii) and not this Section 7.02(a)(i))Ordinary Course Indebtedness; (iib) Accounts payable to trade creditors for goods and services and current operating liabilities (A) Obligations arising in connection with not 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 result of the ABL Obligations at any one time outstanding under this clause (ii) shall not exceed the ABL Cap, and (B) Obligations borrowing 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 owed to the Borrower or any of its Subsidiaries evidenced by an unsubordinated promissory note; provided that if the Borrower or any of its Subsidiaries is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to the Term Loans, in the case of the Borrower, or the Subsidiary Guaranty, in the case of a Subsidiary; (iv) Guarantees of the Term Loans and Guarantees of Indebtedness of the Borrower or any Subsidiary by the Borrower or any Subsidiary; provided that such Indebtedness is permitted by and made in accordance with this Section 7.02; (v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (vi) Indebtedness in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereofmoney) incurred in the ordinary course Ordinary Course of businessBusiness in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (viic) Intra-Company Debt; (d) Indebtedness of Borrowers, the Guarantors and their Subsidiaries (including Indebtedness represented by Capitalized Lease Obligationswhether secured or unsecured) which is Recourse to Borrowers, mortgage financings or purchase money obligations) incurred or Preferred Stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property, 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 Guarantors or any of its their Subsidiaries after the Closing Date; provided, however, that the aggregate principal amount of such (but excluding Indebtedness and/or the liquidation preference of such Preferred Stock outstanding at any time may not exceed $5,000,000; (viii) [Intentionally Omitted] (ix) Indebtedness consisting of (A) the financing of insurance premiums in the ordinary course of business or (B) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business; (A) Indebtedness comprised of secured Obligations in respect of Hedging Agreements or Secured Hedge Agreements to the extent permitted to be entered into pursuant to the last proviso in Section 7.02(a)(ii); and (B) Indebtedness comprised of unsecured Obligations in respect of Hedging Agreements, in each case to the extent permitted pursuant to Section 7.15; (xi) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (xii) the issuance by any of the Borrower’s Subsidiaries to the Borrower or to any other Subsidiaries of shares of Disqualified Stock or Preferred Stock; (xiii) the incurrence of Indebtedness arising from agreements of the Borrower or a Subsidiary providing indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred in connection with the disposition or acquisition of any business, assets or a Subsidiary expressly permitted under the terms of this Agreement, other than Indebtedness or guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for Loan Documents and 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; (xivCasden Loan Documents) 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 $1,000,000 at any time an amount equal to the sum of (v) $120,000,000, plus (w) while the Lincoln Place Construction Financing is outstanding; and (xviii) additional Indebtedness , the lesser of $151,000,000 or any portion of the Borrower Lincoln Place Construction Financing which constitutes Recourse Indebtedness, plus (x) until the earlier of June 30, 2002 and the date that the Villa Azure Construction Financing is refinanced, the lesser of $75,000,000 or any portion of the Villa Azure Construction Financing which constitutes Recourse Indebtedness, plus (y) until the earlier of September 30, 2002 and the date that the Park Vista Construction Financing is refinanced, the lesser of $27,200,000 or any portion of the Park Vista Construction Financing which constitutes Recourse Indebtedness, plus (z) commencing upon the earlier of October 1, 2002 and the date on which the Indebtedness of or Preferred Stock issued by any Subsidiary (described in addition to Indebtedness permitted under both clauses (ix) through and (xviiy) abovehave been refinanced, Indebtedness consisting of Park La Brea Construction Debt, provided that the aggregate amount of any Park La Brea Construction Debt included under this clause (z) in shall not exceed an aggregate principal amount and/or liquidation preference of such Preferred Stock outstanding equal to $60,000,000 at any time and shall not to exceed $5,000,000.be outstanding for longer than six months from the date of assumption or incurrence, as applicable. Such Recourse Indebtedness outstanding on the date hereof is listed on Schedule 7.01(d);