Common use of Indebtedness Clause in Contracts

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into Current accounts payable arising in the ordinary course of business; (eb) Indebtedness under a Permitted Receivables Financing; (f) outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentor of another Subsidiary otherwise permitted hereunder; (he) Guarantees obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Indebtedness permitted pursuant to this in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.027.01(d); and (ig) other Other secured or unsecured Indebtedness not otherwise permitted pursuant to by the foregoing clauses (a) through (h) in an of this Section 7.03, so long as the aggregate principal amount at any time of such Indebtedness, when aggregated with all other Indebtedness outstanding as permitted under clause (f) above, does not to exceed 1520% of the Borrower’s Consolidated Tangible Net Tangible AssetsWorth.

Indebtedness. Permit Holdings will not permit any Subsidiary of its Subsidiaries (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effectBorrower) to to, contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Specified Permitted Existing Debt and any extensions, renewals or refinancings of any of the Indebtedness under referred to in this clause (a), either by the Loan Documentsoriginal obligor thereunder or by another Subsidiary to the extent that such Indebtedness is not increased from that outstanding at the time of any such extension, renewal or refinancing; (b) Indebtedness Obligations under letters of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiarycredit described in Section 8.03(c); (c) Acquired IndebtednessIndebtedness in respect of Permitted Currency Agreements and Permitted Commodities Agreements; (d) Indebtedness in respect Obligations of Swap Contracts or Subsidiaries of the Borrower under letters of credit support in respect thereof entered into incurred in the ordinary course of businessbusiness in connection with the purchase of products or goods for use in the day-to-day operations of the Borrower and its Subsidiaries consistent with the Borrower's past practices or then current industry practices; (e) Indebtedness under a Permitted Receivables Financingsecured by Liens permitted by Section 8.03(d); (fi) Indebtedness owing by any refinancingssuch Subsidiary to Holdings or any Wholly-Owned Subsidiary of Holdings and (ii) Indebtedness of any such Subsidiary (x) consisting of Contingent Obligations in respect of, refundingsor (y) constituting reimbursement obligations under letters of credit issued in support of, renewals or extensions obligations of Indebtedness incurred pursuant any Subsidiary of Holdings (other than the Borrower) to clause (c) of the extent such other obligations are permitted by this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderAgreement; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party such Subsidiary in any manner guaranteeing or intended to the extent guarantee, whether directly or indirectly, any leases, dividends or other monetary obligations of any Person in which such Subsidiary has guaranteed an ownership interest, provided that the aggregate maximum stated or determinable amount (or, if not stated or determinable, the maximum reasonably anticipated liability in respect of such Indebtedness as determined in good faith by such Subsidiary) of the Borrower under all Indebtedness permitted pursuant to this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentclause (g) shall not exceed at any time an amount in excess of $150,000,000; (h) Guarantees Indebtedness of Indebtedness permitted pursuant any such Subsidiary with respect to this Section 7.02which neither Holdings nor the Borrower (i) is a co-obligor or (ii) has any Contingent Obligation; and (i) other Indebtedness not otherwise permitted pursuant to by the foregoing clauses (a) through (h) in an ), provided that the aggregate outstanding principal amount of Indebtedness on a consolidated basis incurred pursuant to this clause (i) shall not exceed an amount equal to the sum of (x) $250,000,000 plus (y) 7-1/2% of Consolidated Net Worth at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetstime.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) Guarantees by other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;one time outstanding; and (h) Guarantees of with respect to Indebtedness permitted pursuant to under this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets7.03.

Indebtedness. Permit Each of Group and the Borrower will not, and will not permit any Subsidiary (other than the Guarantor of its respective Subsidiaries to, directly or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness under the Loan DocumentsSecured Obligations (other than in respect of Hedging Contracts); (b) Indebtedness of (i) any Subsidiary owing the Senior Notes in an aggregate outstanding principal amount not to the Borrower, or (ii) any Subsidiary owing to another Subsidiaryexceed $160,890,000; (c) Acquired Indebtedness existing on the Closing Date and disclosed on Schedule 8.1 (Existing Indebtedness); (d) Indebtedness (i) Guaranty Obligations incurred by a Loan Party in respect of Swap Contracts or credit support Indebtedness of another Loan Party otherwise permitted by this Section 8.1, (ii) Guaranty Obligations incurred by any Foreign Subsidiary in respect of the Indebtedness of a Foreign Subsidiary otherwise permitted by this Section 8.1 and (iii) unsecured Guaranty Obligations incurred by a Loan Party in respect of the Indebtedness of a Foreign Subsidiary permitted by clause (g) of this Section 8.1; (e) Capital Lease Obligations and purchase money Indebtedness incurred by a Warnaco Entity to finance the acquisition or construction of fixed assets in an aggregate outstanding principal amount not to exceed the Dollar Equivalent of $40,000,000 at any time; (f) Renewals, extensions, refinancings and refundings of Indebtedness permitted by clauses (b), (c) and (e) of this Section 8.1 and of Indebtedness under the Canadian Facility; provided, however, that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms not materially less favorable to the Warnaco Entity obligated thereunder (subject to market rates), including as to weighted average maturity and final maturity, than, the Indebtedness being renewed, extended, refinanced or refunded, (B) additionally with respect to any renewal, extension, refinancing or refunding of the Senior Notes, such renewal, extension, refinancing or refunding (i) is unsecured and not guaranteed by any Warnaco Entity that is not guaranteeing the Obligations, and (ii) has no payments of principal scheduled to be due and payable prior to three years after the Revolving Loan Maturity Date and (C) additionally with respect to any renewal, extension, refinancing or refunding of Indebtedness under the Canadian Facility, such renewal, extension, refinancing or refunding is not directly or indirectly guaranteed by, or secured by any assets of, any Loan Party; (g) Indebtedness of the Foreign Subsidiaries of Group not otherwise permitted under this Section 8.1; provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of all such Indebtedness (other than under the Canadian Facility) shall not exceed $100,000,000 at any time (with such dollar limitation not to be applicable with respect to the incurrence of such Indebtedness if (x) at the time of incurrence of such Indebtedness the Leverage Ratio for Group is less than 3.5 to 1.0 for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 on a pro forma basis after giving effect to such incurrence and the application of the proceeds thereof and (y) prior to the incurrence of such Indebtedness, Group has delivered to the Administrative Agent a certificate executed by a Responsible Officer of Group certifying the satisfaction of the requirements under this parenthetical with respect to such incurrence and setting forth in reasonable detail the calculation of such Leverage Ratio); (h) a Sale and Leaseback Transaction permitted pursuant to Section 8.16, to the extent such transaction would constitute Indebtedness; (i) Indebtedness arising from intercompany loans from any Warnaco Entity to any other Warnaco Entity, provided, that such Investment is permitted to be made by such Warnaco Entity under Section 8.3(a); (j) Indebtedness incurred for the sole purpose of financing the payment of insurance premiums in the ordinary course of business, in an aggregate amount not to exceed $15,000,000 at any one time outstanding; (k) Indebtedness arising under any performance or surety bond entered into in the ordinary course of business; (el) Indebtedness Obligations under a Permitted Receivables FinancingHedging Contracts permitted under Section 8.17; (fm) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, unsecured Earnout Obligations and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02Subordinated Indebtedness; and (in) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate Dollar Equivalent of the principal amount of which shall not exceed $50,000,000 at any time outstanding (of which not to exceed 15% greater than the aggregate Dollar Equivalent of the Borrower’s Consolidated Net Tangible Assets$20,000,000 may be secured by Liens at any time).

Indebtedness. Permit No Credit Party shall, and no Credit Party shall permit or cause any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent of its applicable Guaranty Agreement is then in effect) to Subsidiaries to, create, incur, assume assume, suffer to exist, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:except the following (collectively, “Permitted Indebtedness”): (a) Indebtedness under of the Credit Parties evidenced by the Loan Documents; (b) any Indebtedness of (i) any Subsidiary owing to Parent and its Subsidiaries existing on the BorrowerOriginal Closing Date and set forth on Schedule 7.2 hereto, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect including extensions and refinancings thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness as of the date of such extension or refinancing is not increased and the maturity and weighted average life thereof are not shortened and such refinanced Indebtedness is otherwise on terms that are no less favorable to the Credit Parties and the Lender Parties than the terms of the Indebtedness being so extended or refinanced; (c) Indebtedness of Parent and its Subsidiaries not to exceed $1,000,000 in the aggregate at any time outstanding constituting Capital Lease Obligations; (d) Indebtedness of Parent and its Subsidiaries incurred after the Original Closing Date secured by purchase money Liens permitted under Section 7.3(e)(i) provided the aggregate amount thereof outstanding at any time does not exceed $250,000; (e) [Intentionally Omitted]; (f) Subordinated Debt of the Credit Parties not to exceed $3,000,000 in the aggregate principal outstanding at any time (plus the amount of capitalized interest thereon in accordance with the terms thereof and the applicable Subordination Agreement), provided that such refinancing, refunding, renewal or extension except by an amount equal Indebtedness shall be subject to a reasonable premium or other reasonable amount paid, the terms and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderconditions of the applicable Subordination Agreement; (g) Guarantees by obligations (contingent or otherwise) of any Credit Party or any Subsidiary thereof existing or arising under any Swap Contract; provided that such obligations are (or were) entered into by such Person in the ordinary course of Indebtedness business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” provided that the aggregate Swap Termination Value thereof shall not exceed $500,000 at any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agenttime outstanding; (h) Guarantees Indebtedness expressly permitted under Section 7.4; (i) endorsements in the Ordinary Course of Indebtedness permitted pursuant to this Section 7.02Business of negotiable instruments for deposit or collection; and (ij) other Indebtedness not otherwise permitted pursuant to of any Credit Party incurred in connection with the foregoing clauses (a) through (h) financing of insurance premiums, in an aggregate principal amount at any time outstanding not to exceed 15% the Ordinary Course of the Borrower’s Consolidated Net Tangible AssetsBusiness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) intercompany Indebtedness among the Borrower and its Subsidiaries; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness, subject to the limitations set forth in Section 8.01(i); (f) Indebtedness existing in or relating to real estate acquired by a Loan Party or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations, subject to the limitations set forth in Section 8.01(z); (g) Guarantees by any Subsidiary of other Indebtedness of any Loan Party as long as after giving effect thereto the Borrower is in compliance with the financial covenant in Section 8.11 on a Pro Forma Basis, subject to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;limitations set forth in Section 8.01; and (h) Guarantees of with respect to Indebtedness permitted pursuant to under this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets8.03.

Indebtedness. Permit The Borrower shall not, nor shall it permit any Subsidiary (other than of the Guarantor Borrower to, directly or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, exceptIndebtedness except for the following: (a) Indebtedness under the Loan DocumentsSecured Obligations (other than in respect of Hedging Contracts not permitted to be incurred pursuant to clause (h) below) and Guaranty Obligations with respect thereto; (b) Indebtedness of existing on the Effective Date (i) any Subsidiary owing after giving effect to the Borrower, or Transactions) and disclosed on Schedule 8.1 (ii) any Subsidiary owing to another SubsidiaryExisting Indebtedness); (c) Acquired IndebtednessGuaranty Obligations incurred by the Borrower or any Guarantor in respect of Indebtedness of the Borrower or any Guarantor that is otherwise permitted by this Section 8.1 (other than clause (a) above); (d) Capital Lease Obligations and purchase money Indebtedness (i) set forth in respect Schedule 8.1(d) (Capital Leases) or (ii) incurred after the Effective Date by the Borrower or a Subsidiary of Swap Contracts the Borrower to finance the acquisition of assets; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 5.3 (Capital Expenditures) and that the aggregate outstanding principal amount of all such Capital Lease Obligations and purchase money Indebtedness shall not exceed $50,000,000 at any time on or credit support after the Effective Date; (e) Renewals, extensions, refinancings and refundings of Indebtedness permitted by clauses (b) and (d) above, clause (k) below or this clause (e); provided, however, that any such renewal, extension, refinancing or refunding is in respect thereof an aggregate principal amount not greater than the principal amount of the Indebtedness being renewed, extended, refinanced or refunded (plus accrued but unpaid interest on or premium, if any, under such Indebtedness); (f) Indebtedness arising from intercompany loans (i) from the Borrower to any Guarantor, (ii) from any Guarantor to the Borrower or any other Guarantor or (iii) from the Borrower or any Guarantor to any Subsidiary of the Borrower that is not a Guarantor; provided, however, that in each case the Investment in such intercompany loan is permitted under Section 8.3 (Investments); (g) Indebtedness arising under any performance or surety bond entered into in the ordinary course of business; (eh) Secured Obligations under Interest Rate Contracts mandated by Section 7.15 (Interest Rate Contract) and other Hedging Contracts permitted under Section 8.16 (No Speculative Transactions); (i) Indebtedness not otherwise permitted under this Section 8.1; provided, however, that the aggregate outstanding principal amount of all such Indebtedness shall not exceed $20,000,000 at any time; (j) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that unsecured promissory notes issued by the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, Borrower as consideration in connection with any Permitted Acquisition; provided, however, that (x)(i) the obligations under such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party notes are subordinated to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, (ii) no principal in respect of such notes is, or may be, payable before the first anniversary of the Term Loan B Maturity Date and (iii) no interest in respect of such notes is required to be paid in cash prior to the Term Loan B Maturity Date or (y) the aggregate outstanding principal amount of all such Indebtedness incurred, shall not exceed $20,000,000 at any time on or after the Effective Date; (hk) Guarantees Indebtedness assumed pursuant to, or incurred to finance, a Permitted Acquisition; provided that (i) in the case of assumed Indebtedness, such Indebtedness permitted pursuant was not created in contemplation of such Permitted Acquisition and (ii) before and after giving effect to this Section 7.02such assumption or such incurrence of such Indebtedness, the Borrower is in pro forma compliance with each covenant set forth in Article V (Financial Covenants) hereof; (l) Permitted MDU Transactions and Permitted CIU Transactions, in each case, to the extent accounted for as Capital Lease Obligations; and (im) other Indebtedness not otherwise permitted incurred by the Borrower or any Guarantor pursuant to the foregoing clauses (a) through (h) programs established under The American Recovery and Reinvestment Act of 2009 or other similar federal or state economic stimulus programs in an aggregate outstanding principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$75,000,000 at any time.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof listed on Schedule 7.03 and any renewal or replacement thereof, so long as such renewal or replacement does not increase the amount of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiarysuch Indebtedness; (c) Acquired Indebtednessobligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness in respect of Swap Contracts capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or credit support in respect thereof entered into capital assets within the limitations set forth in the ordinary course of businessproviso to Section 7.01(i); (e) Indebtedness under a Permitted Receivables Financingof Subsidiaries in an aggregate principal amount not to exceed $500,000,000 at any time outstanding; (f) any refinancings, refundings, renewals or extensions Guarantee by the Company of Indebtedness incurred of any Subsidiary permitted by this Section 7.03; (g) Indebtedness under Permitted Securitization Facilities; (h) Indebtedness of a Person, or in respect of assets, acquired pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased a Permitted Acquisition and existing at the time of such refinancingAcquisition; provided that (I) such Indebtedness (x) shall not have been incurred in contemplation of such Acquisition, refunding(y) may not be extended, renewal renewed or extension refunded except as otherwise permitted by an amount equal this Agreement, and (z) in the case of Indebtedness secured by a Lien on the assets acquired pursuant to a reasonable premium Permitted Acquisition (or on the assets of a Person that becomes a Subsidiary as a result of a Permitted Acquisition), such Indebtedness, together with any other reasonable amount paidsecured Indebtedness permitted by this clause (h), shall not exceed $50,000,000 in the aggregate outstanding at any time and fees and expenses reasonably incurred(II) neither the Company nor any Subsidiary (other than a Person acquired as part of such Permitted Acquisition) is directly or indirectly liable for such Indebtedness, in connection whether through any Guarantee or otherwise, other than liability with such refinancing and by an amount equal respect to any existing commitments unutilized thereunderwhich recourse is limited to the assets so acquired; (gi) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the unsecured Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02Company; and (ij) other Indebtedness not otherwise permitted pursuant owed by any Subsidiary to the foregoing clauses Company or any other Subsidiary (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets“Inter-Company Indebtedness”).

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into Current accounts payable arising in the ordinary course of business; (eb) Indebtedness under a Permitted Receivables Financing; (f) outstanding on the Effective Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentor of another Subsidiary otherwise permitted hereunder; (he) Guarantees obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Indebtedness permitted pursuant to this in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.027.01(d); and (ig) other Other secured or unsecured Indebtedness not otherwise permitted pursuant to by the foregoing clauses (a) through (h) in an of this Section 7.03, so long as the aggregate principal amount at any time outstanding of such Indebtedness does not to exceed 1510% of the Borrower’s Consolidated Net Tangible Total Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiarydate hereof and listed on Schedule 8.01; (c) Acquired Guarantees of any Loan Party in respect of Indebtedness otherwise permitted hereunder of any other Loan Party; provided that any Guarantee of Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such guaranteed Indebtedness; (d) Indebtedness in respect of obligations (contingent or otherwise) existing or arising under any Swap Contracts Contract, provided that (i) such obligations are (or credit support in respect thereof were) entered into by such Person in the ordinary course Ordinary Course of businessBusiness for the purpose of directly mitigating risks reasonably anticipated by such Person associated with liabilities, commitments, investments, assets, cash flows of or property held by, or changes in the value of securities issued by, such Person, and not for purposes of speculation and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness under a Permitted Receivables Financingarising in the Ordinary Course of Business in connection with treasury management and commercial credit card, merchant card and purchase or procurement card services; (f) any refinancingsIndebtedness in respect of Capital Leases, refundingsSynthetic Lease Obligations and purchase money obligations for Real Property and other fixed or capital assets within the limitations set forth in Section 8.02(i); provided, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided however, that the aggregate amount of all such Indebtedness is at any one time outstanding, together with the Swap Termination Value of all Swap Contracts permitted under Section 8.01(d) above, shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderexceed $5,000,000; (g) Guarantees by Assumed Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agenttime outstanding; (h) Guarantees Indebtedness (including earnouts and seller notes) incurred to finance or as part of the consideration for any Permitted Acquisition; provided, that, (i) no Event of Default exists at the time of or would be caused by the incurrence of such Indebtedness permitted pursuant and (ii) such Indebtedness (A) is unsecured, (B) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (C) does not have a maturity date or require the payment in cash of principal (other than in respect of working capital adjustments) prior to this Section 7.02; anda date later than 91 days following the Maturity Date and (D) is subordinated to the Obligations on terms reasonably acceptable to the Required Lenders; (i) other unsecured Indebtedness consisting of Investments in any Person that is not otherwise a Subsidiary permitted pursuant under Section 8.03; provided that any Guarantee of such unsecured Indebtedness shall be subordinated to the foregoing clauses Obligations on substantially the same terms, if any, as are applicable to such unsecured Indebtedness; (aj) through (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed 15% $500,000; (k) the endorsement of negotiable instruments for deposit or collection or similar transactions in the BorrowerOrdinary Course of Business; (l) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business in respect of workers’ compensation and other casualty 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 and other casualty claims; (m) Indebtedness incurred or arising in the Ordinary Course of Business and not in connection with the borrowing of money in respect of (i) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms; (ii) performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar instruments or obligations; and (iii) obligations to pay insurance premiums; (n) Indebtedness representing deferred compensation to current or former employees, directors, consultants or independent contractors incurred in the Ordinary Course of Business; (o) surety bonds, deposits and similar obligations permitted under Section 8.02(e) or (f); (p) unsecured Indebtedness of (A) any Loan Party owing to any other Loan Party or any Subsidiary that is not a Loan Party (so long as such Indebtedness owing to a Subsidiary that is not a Loan Party (1) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s Consolidated Net Tangible Assetslength market rate (or amount) for similar Indebtedness, (2) does not require the payment in cash of principal (at maturity or otherwise) prior to ninety-one (91) days following the Maturity Date, and (3) is subordinated to the Obligations on terms reasonably acceptable to the Required Lenders and as to which at least ten (10) Business Days prior to incurrence thereof, the Borrower Agent has delivered a certificate to the Administrative Agent certifying as to compliance with each of clauses (1) through (3) above), (B) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (C) any Subsidiary that is not a Loan Party owing to any Loan Party; provided that any such Indebtedness described in this clause which is owing to a Loan Party, shall (1) be evidenced by promissory notes in form and substance satisfactory to the Required Lenders and pledged to the Administrative Agent on terms acceptable to the Required Lenders, (2) be permitted under Section 8.03(c) or (i), and (3) not be forgiven or otherwise discharged for any consideration other than payment in full in cash unless the Required Lenders otherwise consent; (q) [reserved]; (r) other unsecured Indebtedness (i) that bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (ii) has a stated maturity date no earlier than 91 days following the Maturity Date, (iii) as to which at the time of incurrence thereof no Default or Event of Default has occurred and is continuing or would result therefrom, (iv) the aggregate outstanding principal amount of which does not exceed $2,000,000 at any time, and (v) with respect to which at least ten (10) Business Days prior to each such incurrence, the Borrower Agent has delivered a certificate to the Administrative Agent certifying as to compliance with each of clauses (i) through (iv) above; (s) Indebtedness of Holdings and its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the Ordinary Course of Business; provided that such Indebtedness is extinguished within (5) five Business Days of its incurrence; (t) contingent obligations to financial institutions, in each case to the extent in the Ordinary Course of Business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain payroll services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the payroll services or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes and other customary, contingent obligations of Credit Parties incurred in the Ordinary Course of Business; (u) Indebtedness owing to insurance carriers to finance insurance premiums of any Loan Party in the Ordinary Course of Business in a principal amount not to exceed at any time the amount of insurance premiums to be paid by such Loan Party; (v) Indebtedness in respect of netting services and overdraft protection in connection with Loan Party deposit accounts in the Ordinary Course of Business; (w) Subordinated Debt; and (x) Refinancing Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to Incur, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunder and under the other Loan Documents; (b) Indebtedness existing on the Closing Date (or, in the case of any Indebtedness of the Target, on the Acquisition Date) and set forth in Schedule 6.03 (iprovided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any existing Indebtedness of the Target and its subsidiaries) and any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryPermitted Refinancing thereof; (c) Acquired Indebtednessobligations (contingent or otherwise) of the Borrower or a Restricted Subsidiary existing or arising under any Hedging Agreement, provided that (i) such obligations are (or were) entered into by such Person as required by the Loan Documents or in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Hedging Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness in respect of Swap Contracts Capital Lease Obligations and purchase money obligations for fixed or credit support capital assets and industrial revenue bonds within the limitations set forth in Section 6.01(i) in an amount not exceeding $50,000,000 in the aggregate at any time outstanding; (e) the Senior Notes or Permitted Refinancings thereof; (f) Indebtedness pursuant to any Secured Cash Management Agreement incurred in the ordinary course of business and customary for Cash Management Agreements generally; (g) surety, financial assurance, completion, performance, reclamation and similar bonds and bid guarantees provided by or issued on behalf of the Borrower or any Restricted Subsidiary, including, without limitation, with respect thereof entered into to the closure, final-closure and post-closure liabilities related to landfills owned or operated by the Borrower or such Restricted Subsidiary, in each case, incurred in the ordinary course of business; (eh) Indebtedness under issued as part of the purchase price for a Permitted Receivables Financing; Acquisition or in the form of “earnout” payments (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02Permitted Refinancings 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party shall be subordinated to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms Obligations in form and conditions reasonably substance satisfactory to the Administrative Agent; (hi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within one (1) Business Day following its incurrence; (j) unsecured Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (k) Guarantees in respect of Indebtedness otherwise permitted hereunder; (l) Indebtedness created in the ordinary course of business pursuant to insurance premium finance agreements; (m) indemnification obligations arising in connection with Permitted Acquisitions; (n) Permitted Ratio Debt; (o) Indebtedness of the Borrower or a Restricted Subsidiary owing to the Borrower or a Subsidiary; provided that (i) such Indebtedness, to the extent owed by a Loan Party to a Subsidiary that is not a Loan Party, shall be subordinated in right of payment to the Obligations in a manner reasonably satisfactory to the Administrative Agent and (ii) to the extent arising from an Investment by the Borrower or a Restricted Subsidiary, such Investment is permitted by Section 6.02(h); (p) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged into or consolidated with the Borrower or any Subsidiary after the Closing Date and Indebtedness assumed in connection with the acquisition of assets (and any Permitted Refinancings thereof), which Indebtedness in each case exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Section 7.02Agreement; and (iq) other unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such good and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money; (r) Indebtedness representing deferred compensation to employees of the Borrower or any Subsidiary incurred in the ordinary course of business; (s) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on Indebtedness permitted under this Section 6.03; (t) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise permitted pursuant Incurred in connection with, a Financing Disposition or (B) otherwise incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the foregoing clauses Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (a) through other than with respect to Special Purpose Financing Undertakings); (h2) in an aggregate principal amount the event such Indebtedness shall become recourse to the Borrower or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Borrower as, incurred at such time (or at the time initially incurred) under one or more of the other provisions of this Section 6.03 for so long as such Indebtedness shall be so recourse; (3) in the event that at any time outstanding not to exceed 15% thereafter such Indebtedness shall comply with the provisions of the Borrower’s Consolidated Net Tangible Assetspreceding subclause (1), the Borrower may classify such Indebtedness in whole or in part as Incurred under this Section 6.03(t); and (4) the aggregate amount of Indebtedness outstanding pursuant to this paragraph (t) shall not at any time exceed $25,000,000; and (u) in addition to other Indebtedness permitted under this Section 6.03, additional Indebtedness of the Borrower or any of the Restricted Subsidiaries so long as the aggregate amount pursuant to this paragraph (u) outstanding shall not at any time exceed $100,000,000.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: Indebtedness except in respect of (a) Indebtedness under the Loan Documents; to Lenders; (b) Indebtedness incurred for Capital Expenditures in an amount not in excess of (i) $5,000,000 outstanding at any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; time for Parent and its Subsidiaries on a Consolidated Basis; (c) Acquired Indebtedness; Indebtedness included within the Purchase Price for a Permitted Acquisition, provided such Indebtedness is subject to a subordination agreement acceptable to Agent in its sole discretion; (d) intercompany Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into (which, for clarification, does not include trade payables incurred in the ordinary course Ordinary Course of business; Business) between any Borrowers, or between Parent and its Subsidiaries, provided that the aggregate outstanding amount of any such intercompany Indebtedness owing at any time by Subsidiaries that are not Borrowers to Borrowers shall not exceed $10,000,000 outstanding; (e) Indebtedness to shareholders of Parent from share repurchases and redemptions under the stockholders agreements not to exceed $500,000 in the aggregate incurred in any Fiscal Year for Parent and its Subsidiaries on a Permitted Receivables Financing; Consolidated Basis; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to in the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding of $1,000,000 for Parent and its Subsidiaries on a Consolidated Basis; (g) Indebtedness of any Borrower listed on Schedule 7.8; (h) Indebtedness incurred in connection with the financing of Borrowers’ insurance premiums; (i) Indebtedness incurred in connection with Hedge Agreements, in all cases not for speculative purposes, not to exceed 15% in the aggregate a maximum liability for the termination of such any and all such agreements of $7,500,000 at any time outstanding for Parent and its Subsidiaries on a Consolidated Basis; (j) obligations under any lease which is accounted for by the lessee as an operating lease and under which the lessee is intended to be the “owner” of the Borrower’s Consolidated Net Tangible Assetsleased property for Federal income tax purposes; and (k) Indebtedness permitted by Section 7.3.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices 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; (b) Indebtedness of the Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary of the Borrower owed to the Borrower or a wholly-owned Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in outstanding on the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms 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 than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $100,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(j); (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $100,000,000; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Person that becomes a Restricted Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on after the date hereof in accordance with the terms and conditions reasonably satisfactory to of Section 7.03(g), which Indebtedness is existing at the Administrative Agenttime such Person becomes a Restricted Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower); (h) Guarantees unsecured Indebtedness issued by the Borrower or the Borrower and Tesoro Logistics Finance Corp.; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness permitted does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Restricted Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of this Section 7.02(h); (i) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Restricted Subsidiary under customary terms and conditions; (j) Indebtedness of the Borrower and Tesoro Logistics Finance Corp. pursuant to this Section 7.02the Closing Date Senior Notes; and (ik) other unsecured Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) under this Section 7.02, in an aggregate principal amount not to exceed $60,000,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices 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; (b) Indebtedness of the Borrower owed to a Subsidiary, or of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in outstanding on the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms 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 than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness incurred by joint ventures constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $25,000,000; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $30,000,000; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Person that becomes a Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on after the date hereof in accordance with the terms and conditions reasonably satisfactory to of Section 7.03(g), which Indebtedness is existing at the Administrative Agenttime such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (h) Guarantees unsecured Indebtedness issued by the Borrower or any of its Subsidiaries; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness permitted pursuant does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to this maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of Section 7.027.02(h); (i) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions; and (ij) other unsecured Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) under this Section 7.02, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit The Borrower will not permit any Restricted Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under existing on the Loan Documents; (b) Indebtedness of (i) Effective Date and set forth in Schedule 6.01, and any Subsidiary owing to the Borrowerextensions, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundingsrefinancing, renewals or extensions replacements of Indebtedness incurred pursuant to clause (c) of this Section 7.02any such Indebtedness; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension in connection therewith except by for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing extension, renewal, refinancing, or replacement and by in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; (b) purchase money Indebtedness (including Capital Lease Obligations) of the Restricted Subsidiaries representing the portion of the purchase price of any applicable assets which may be secured by Liens permitted under Section 6.02(e); provided that the aggregate principal amount of Indebtedness permitted by this clause (b) shall not exceed $60,000,000 at any time outstanding; (c) Indebtedness of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (d) Guarantees by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary; (e) Indebtedness consisting of surety bonds that any Restricted Subsidiary is required to obtain in order to comply with applicable Law or the requirements of any Governmental Authority in the ordinary course of business; (f) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Indebtedness (other than with respect to credit or purchase cards) is extinguished within 5 Business Days after notification to the Borrower or such Restricted Subsidiary of its incurrence; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the unsecured Indebtedness of the Borrower Restricted Subsidiaries; provided that the incurrence or maintenance of such Indebtedness does not cause a Default or an Event of Default under any other provisions of this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentAgreement; (h) Guarantees Indebtedness consisting of Hybrid Securities; (i) Indebtedness secured by Liens permitted pursuant to this by Section 7.026.02(m) so long as the aggregate principal amount of such Indebtedness at any time does not exceed the book value of fifteen percent (15%) of Consolidated Net Tangible Assets; and (ij) other Indebtedness not otherwise permitted pursuant to arising under the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible AssetsQualified Securitization Financing.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, by an amount equal to accrued and unpaid interest on such Indebtedness, and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract (or under any Guarantee of any Swap Contract of the Parent or any Subsidiary of the Parent party to the Parent Credit Facility), provided that (i) such obligations are (or were) entered into by such Person (or Parent or such Subsidiary of the Parent, as applicable) in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person (or Parent or such Subsidiary of the Parent, as applicable), 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; (d) Guarantees in respect of any Parent Credit Facility; (e) capital leases (including sale-leaseback transactions) or purchase money obligations for fixed or capital assets, within the limitations set forth in Section 7.01(j), and in an aggregate amount not to exceed $25,000,000 at any one time outstanding, 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 accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (f) Indebtedness of any Loan Party to Foreign Subsidiaries incurred in the extent such Subsidiary has guaranteed the Indebtedness ordinary course of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentbusiness; (g) earn-out obligations incurred in respect of Permitted Acquisitions; (h) Guarantees given by the Borrower or any Subsidiary in respect of (i) any Indebtedness of the Parent or any of its Subsidiaries and/or (ii) other Indebtedness that is otherwise permitted pursuant to under this Section 7.02; and7.03; (i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; (j) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; (l) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; provided, that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (m) Indebtedness of a Person of the type described in Section 7.03(e) existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; which Indebtedness was not incurred in contemplation of such merger, consolidation or Investment and is non-recourse to the Borrower or any Subsidiary other than such Person, and any refinancings, refundings, renewals or extensions thereof, provided that (i) the property securing such Indebtedness is not increased, (ii) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect to such Indebtedness is not changed; (n) Indebtedness of the Borrower or any of its Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge any other Indebtedness of such obligor not otherwise permitted pursuant prohibited by this Section 7.03; provided that: (i) the amount of such new Indebtedness does not exceed the outstanding amount of the Indebtedness to be defeased or satisfied and discharged except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such defeasance or satisfaction and discharge, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such new Indebtedness are no less favorable in any material respect to the foregoing clauses Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being defeased or satisfied and discharged and the interest rate applicable to any such new Indebtedness does not exceed the then applicable market interest rate and (aiii) through upon such defeasance, discharge or satisfaction, such new Indebtedness must otherwise be permitted under another subsection of this Section 7.03 and shall thereafter not be permitted under this subsection (hn); (o) to the extent constituting Indebtedness, obligations in respect of Treasury Management Services provided to Borrower or any of its Subsidiaries incurred in the ordinary course of business (and Guarantees thereof for Treasury Management Services of the Parent and any Subsidiary of the Parent party to the Parent Credit Facility); (p) term loan Indebtedness, debt securities, or other long term Indebtedness in an aggregate principal amount at any one time outstanding not to exceed 15% (together with the outstanding unpaid principal amount of the Borrower’s Consolidated Net Tangible AssetsLoans) $250,000,000; and (q) other Indebtedness, on terms reasonably acceptable to the Administrative Agent, in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; provided that if such Indebtedness is secured, the aggregate amount of such Indebtedness incurred in reliance on this clause (q) that is secured shall not exceed $5,000,000 at any one time outstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) intercompany Indebtedness to the extent that the making of the loans or advances to the applicable obligor is not prohibited by Section 8.02; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $30,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, including the cost of transportation and installation of the asset(s) financed; (f) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding (of which not more than $30,000,000 may be secured by Liens on property of such Foreign Subsidiaries permitted by Section 8.01(l)); (g) Guarantees by purchase money Indebtedness hereafter incurred to finance the purchase of real property, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any Subsidiary of one time outstanding; and (ii) such Indebtedness of any Loan Party to when incurred shall not exceed the extent such Subsidiary has guaranteed the Indebtedness purchase price of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentreal property financed; (h) unsecured Indebtedness of the Borrower not otherwise permitted under this Section 8.03; provided that after giving effect to the incurrence thereof (i) no Event of Default shall exist and (ii) the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and the Consolidated Net Leverage Ratio as so calculated is at least 0.25 less than the maximum then permitted under Section 8.11(a)); (i) Guarantees with respect to Indebtedness permitted under this Section 8.03; provided that any such Guarantee given by a Loan Party in support of Indebtedness of a Subsidiary that is not a Loan Party must be permitted pursuant by Section 8.02(i); (j) to this Section 7.02the extent constituting Indebtedness, obligations of the Borrower to redeem or repurchase its Equity Interests as described in Sections 8.06(c) and 8.06(d); and (ik) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetstype described in Section 8.03(e) of any Person that becomes a Subsidiary after the Closing Date as a result of a Permitted Acquisition or otherwise assumed by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition, provided that such Indebtedness (and any Guarantees thereof) exists at the time of such Permitted Acquisition, and is not created in contemplation of or in connection with such Permitted Acquisition.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) the Borrowers or their Subsidiaries in respect of any Subsidiary owing Swap Contracts permitted pursuant to the Borrower, or (ii) any Subsidiary owing to another Subsidiary;Section 7.06. (c) Acquired Indebtedness[Reserved]; (d) unsecured Indebtedness (other than Indebtedness described in respect clauses (a) and (b) above) in an aggregate principal amount not to exceed $15,000,000 (or its Dollar Equivalent amount) of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business;Loan Parties on a consolidated basis at any time outstanding. (e) Indebtedness under a Permitted Receivables Financing; (f) existing on the Closing Date and described on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that the amount of such Indebtedness indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an any amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;. (f) unsecured Indebtedness (i) owing from a Loan Party to a Loan Party, (ii) subject to the terms of Section 7.05(g) and Section 7.05(i), owing to a Loan Party by any Subsidiary or owing by a Loan Party to any Subsidiary, (iii) owing from a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party, or (iv) Indebtedness owing by any Subsidiary which is the subject of a Permitted Intercompany Transaction so long as such Indebtedness is otherwise permitted hereunder prior to and after consummation of the Permitted Intercompany Transaction. (g) Guarantees by other Indebtedness (in addition to any Subsidiary Indebtedness otherwise permitted pursuant to this Section 7.03) of Indebtedness of up to $5,000,000 (or its Dollar Equivalent amount) outstanding at any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms one time and conditions reasonably satisfactory to the Administrative Agentany guaranties thereof; (h) Guarantees of other unsecured Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.02; and7.03) consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time and any guaranties thereof; (i) other unsecured Indebtedness not (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03), contingent or direct, not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time in respect of letters of credit issued for the foregoing clauses account of any of the Loan Parties in the conduct of their business in the ordinary course and any guaranties thereof; (j) Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Closing Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (a) through neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (hb) in an aggregate none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time; (k) obligations for current taxes, assessments, levies and other governmental charges and for taxes, assessments, levies and other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceedings promptly initiated and diligently conducted, if such reserve as shall be required by Agreement Accounting Principles shall be made therefore; (l) other Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) that is subordinated to the Indebtedness of the Borrowers and the Guarantors under the Loan Documents; provided any such subordinated Indebtedness shall be subordinated on terms and conditions satisfactory to the Administrative Agent in its sole discretion; (m) other Indebtedness of any Subsidiary or Subsidiaries (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03); provided such Indebtedness in the aggregate at any one time outstanding does not exceed ten percent (10%) of the Consolidated Net Worth of the Borrowers and their Subsidiaries as of the end of the fiscal quarter most recently ended for which financial statements have been provided; (n) Indebtedness (i) of the US Borrower in connection with the Convertible Notes in a principal amount outstanding not to exceed 15% $300,000,000, (ii) of the Parent in connection with the guaranty of the US Borrower’s Consolidated Net Tangible Assets.'s obligations with respect to the Convertible Notes in a principal amount outstanding not to exceed $300,000,000, or (iii) any refinancing of such Indebtedness; provided that in the case of any refinancing Indebtedness described in clause (iii) above, (1) the stated principal amount of such Indebtedness is not greater than the principal amount outstanding at the time of such refinancing and in any event does not exceed $300,000,000, (2) the principal maturity date for such Indebtedness is no earlier than three months after the Maturity Date, (3) such Indebtedness does not require any scheduled repayment, defeasance, or redemption of any principal amount thereof prior to maturity, and (4) such Indebtedness is subject to covenants, terms, and conditions which are no more restrictive than the covenants, terms, and conditions of this Agreement;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the (i) Loan Documents and (ii) Permitted Notes and Permitted Notes Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in Company and its Subsidiaries outstanding on the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract entered into by such Person (or in respect of any Guarantee Obligation of any such Person to the extent supporting obligations arising under Swap Contracts to which any Borrower or any Subsidiary is party), provided that, except in the case of any Permitted Call Spread Transaction, (i) such Swap Contract obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness in respect of capital leases, Synthetic Lease Obligations, sale-leaseback transactions and purchase money Indebtedness for fixed or capital assets acquired by any Borrower or any Subsidiary; provided that the aggregate principal amount of (i) all purchase money Indebtedness for fixed or capital assets that may be incurred by the Company or any of its then-existing Subsidiaries in any fiscal year of the Company shall not exceed $50,000,000; (ii) all Indebtedness in respect of capital leases, Synthetic Lease Obligations and sale-leaseback transactions to finance the acquisition of fixed or capital assets incurred by the Company or any of its Subsidiaries in any fiscal year of the Company shall not exceed $50,000,000; and (iii) all Indebtedness in respect of capital leases, Synthetic Lease Obligations, sale-leaseback transactions and purchase money Indebtedness for fixed or capital assets of Persons immediately prior to such Persons becoming Subsidiaries or being merged with or into (or otherwise becoming acquired by) the Company or any of its Subsidiaries following the Closing Date shall not exceed an amount equal to $100,000,000; provided that none of such Indebtedness was incurred in anticipation of any such merger or acquisition; (e) Indebtedness arising as a consequence of Investments permitted pursuant to Section 7.02(c); (f) Indebtedness in respect of (i) letters of credit (other than Letters of Credit) issued solely for the account and benefit of any Borrower or any Subsidiary in the Ordinary Course of Business in an aggregate outstanding amount not to exceed at any time an amount equal to $50,000,000; and (ii) the obligation of a subcontractor of any Borrower or its Subsidiaries on a construction project, provided that such Borrower or such Subsidiary determines in good faith that such financial arrangement best serves such Borrower’s or such Subsidiary’s financial interests; (g) Guarantees Indebtedness incurred in the Ordinary Course of Business in connection with (i) securing the performance of bids, trade contracts (other than for borrowed money), and statutory obligations, in each case, solely for the account and benefit of any Borrower, its Subsidiaries, any GLC Venture or Construction JV, (ii) obligations on surety and appeal bonds solely for the account and benefit of any Borrower, its Subsidiaries, any GLC Venture or Construction JV (other than in relation to borrowed money debt), and (iii) other obligations of a like nature incurred in the Ordinary Course of Business solely for the account and benefit of any Borrower, its Subsidiaries, any GLC Venture or Construction JV (other than in relation to borrowed money debt), in each of the foregoing cases to the extent not otherwise prohibited by any Subsidiary of Indebtedness the terms of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentDocument; (h) Guarantees Indebtedness of a Loan Party and/or, upon and after consummation of the Permitted Lowercase Acquisition, the Target and its Subsidiaries, in each case, comprised solely of (i) the outstanding principal amount of unsecured obligations, whether current or long-term, for borrowed money and all obligations evidenced by bonds (other than performance, surety and appeal bonds), debentures, notes, loan agreements or other similar instruments, (ii) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (iii) Contingent Acquisition Obligations in respect of any Acquisition or Investment otherwise permitted hereunder, or (iv) without duplication, Guarantee Obligations with respect to Indebtedness of the types specified in the immediately preceding clauses (i) and (iii); provided that, (x) the aggregate principal amount of outstanding Indebtedness of the types permitted by the immediately preceding clauses (i) through (iv) (excluding, for the avoidance of doubt, Indebtedness incurred, assumed or existing pursuant to or as a result of the Permitted Lowercase Acquisition) that is subject to amortization or payment at maturity prior to the Maturity Date shall not exceed $150,000,000; and (y) no such Indebtedness shall be permitted under this Section 7.02; andclause (h) if such Indebtedness represents Indebtedness of any co-joint venturer in any Joint Venture, to which the Company or any Subsidiary is a party, that is assumed by the Company or any Subsidiary, if such Indebtedness was not originally incurred by such co-joint venturer in connection with (and relate solely to) the subject Joint Venture; (i) Guarantee Obligations of a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Company or any other Loan Party; (j) Indebtedness (which may be secured or unsecured) of any Subsidiaries not otherwise permitted pursuant under this Section 7.03; provided that the aggregate amount of all such outstanding Indebtedness shall not exceed $30,000,000 at any time; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (l) customer deposits and advance payments received in the ordinary course of business; (i) Project Debt outstanding on the Closing Date as set forth on Schedule 7.03(m)(i) (“Existing Project Debt”), and (ii) in addition thereto, an additional amount of Project Debt not to exceed $10,000,000 at any time outstanding; (n) Indebtedness constituting reimbursement and other obligations in respect of letters of credit issued for the foregoing clauses account of the Target or any of its Subsidiaries that remain outstanding at the time of the consummation of the Permitted Lowercase Acquisition; (ao) through (h) any Permitted Convertible Indebtedness in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$230,000,000.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan DocumentsSecured Obligations; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by the Borrowers or any Subsidiary in respect of Indebtedness otherwise permitted hereunder, in each case, to the extent permitted as an Investment pursuant to Section 7.02; provided that, (i) if the Indebtedness that is guaranteed is subordinated to the Secured Obligations, then such guaranty shall also be subordinated to the Secured Obligations, and (ii) no guarantee by a Subsidiary of any Indebtedness shall be permitted unless such Subsidiary shall have also provided a guarantee of the Secured Obligations on terms set forth herein; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Attributable Indebtedness and Indebtedness in connection with 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 Attributable Indebtedness and purchase money obligations at any one time outstanding shall not exceed $25,000,000; (f) so long as no Default has occurred and is continuing or would result therefrom, unsecured Indebtedness in an aggregate principal amount not to exceed $30,000,000 at any time outstanding; (i) Indebtedness of any Loan Party owing to any other Loan Party, (ii) Indebtedness of any Loan Party owing to any Subsidiary that is not a Loan Party so long as such Indebtedness is unsecured and subordinated in right of payment to the extent such Subsidiary has guaranteed the Indebtedness payment in full of the Borrower under this Agreement on Secured Obligations pursuant to terms and conditions reasonably satisfactory to the Administrative Agent, (iii) Indebtedness of any wholly-owned Subsidiary that is not a Loan Party owing to a Loan Party, so long as the aggregate amount of all such Indebtedness, together with any Investments incurred under Section 7.02(c)(iii), does not exceed $50,000,000, and (iv) Indebtedness of any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party; (h) Guarantees Indebtedness in an aggregate principal amount not to exceed $100,000,000 at any time outstanding in respect of Indebtedness permitted pursuant to this Section 7.02surety bonds, letters of credit, and similar instruments issued in the ordinary course of business; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not in respect of letters of credit issued in the ordinary course of business so long as before and after giving effect to exceed 15% of such Indebtedness, the Borrower’s Consolidated Net Tangible AssetsBorrower shall be in compliance with the financial covenant set forth in Section 7.11(b) hereof on a pro forma basis after giving effect to such Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (gc) Guarantees by of the Borrower or any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Loans outstanding under this Agreement Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $20,000,000; (f) Indebtedness of (i) the Borrower or any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the Borrower or any of its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (hg) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and other unsecured Indebtedness, either (i) other Indebtedness the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) or (ii) not otherwise permitted pursuant to the foregoing clauses (a) through (hf) above incurred by the Borrower and its Subsidiaries not to exceed $100,000 in an aggregate principal amount at any time outstanding not to exceed 15% outstanding; and (h) obligations in respect of surety bonds, performance bonds and other obligations of a like nature incurred in the Borrower’s Consolidated Net Tangible Assetsordinary course of business.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume assume, or permit suffer to exist any Indebtedness, except: (ai) Indebtedness Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (bii) Indebtedness of (i) under the 2013 Indenture and any Subsidiary owing extension or refinancing thereof pursuant to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryPermitted Refinancing Indenture Documents; (ciii) Acquired IndebtednessIndebtedness existing on the date of this Agreement and listed on Schedule 8.2.2; (div) Permitted Purchase Money Indebtedness in respect and Capital Lease Obligations (to the extent permitted by the definition of Swap Contracts Permitted Purchase Money Indebtedness); (v) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or credit support in respect thereof entered into collection in the ordinary course of business; (evi) Guaranties of any Indebtedness under a Permitted Receivables Financingpermitted hereunder; (fvii) any refinancingsIndebtedness in respect of intercompany loans that do not constitute Restricted Investments under clauses (i), refundings, renewals (ii) or extensions of Indebtedness incurred pursuant to clause (cxii) of this Section 7.02; provided that the amount definition of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderRestricted Investment; (gviii) Guarantees by Indebtedness consisting of the deferred purchase price for power or insurance premiums pursuant to any Subsidiary provision in a power contract or insurance policy (or related agreement) that permits payment of a portion thereof to be deferred; (ix) Indebtedness of any Loan Party incurred to repurchase stock to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentpermitted by subsection 8.2.5; (hx) Guarantees Derivative Obligations entered into for bona fide hedging purposes and not for speculative purposes; (xi) Indebtedness to the extent not included in clauses (i) through (x) above, which is permitted under (a) Section 4.06 of Indebtedness permitted pursuant the 2013 Indenture as in effect on the Second Restatement Effective Date or (b) any debt covenant contained in the Permitted Refinancing Indenture Documents so long as such debt covenants are reasonably acceptable to this Section 7.02Agent and Majority Lenders; and (ixii) other renewals, extensions, and refinancings of Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) by this subsection 8.2.2; provided that any such renewal, extension, or refinancing is in an aggregate principal amount at not greater than the principal amount of, and is on terms no less favorable taken as a whole to any time outstanding not Borrower obligated thereunder, including as to exceed 15% weighted average maturity and final maturity, than the Indebtedness being renewed, extended, or refinanced. Borrowers shall cause any agreements in respect of indebtedness secured by any ▇▇▇▇▇▇▇▇'s real property to contain provisions permitting Agent to access the Borrower’s Consolidated Net Tangible Assetspremises in connection with the exercise of its remedies upon default (such provisions to be consistent with the provisions attached hereto as Exhibit J).

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (gc) Guarantees by of the Borrower or any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Loans outstanding under this Agreement Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of the borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (f) Indebtedness of (i) the Borrower or any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the Borrower or any of its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (hg) Guarantees of Indebtedness permitted pursuant to this Section 7.02the Founders Severance Payments; and (h) other unsecured Indebtedness, either (i) other Indebtedness the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) or (ii) not otherwise permitted pursuant to the foregoing clauses (a) through (hg) above incurred by the Borrower and its Subsidiaries not to exceed $100,000 in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit 6.11.1 The Borrower shall not incur any Subsidiary Indebtedness unless after giving effect thereto the Borrower is in compliance with the financial covenant in Section 6.14 on a pro forma basis. 6.11.2 The Borrower will not permit its Subsidiaries (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effectExcluded Subsidiaries) to create, incur, assume or permit to exist incur any Indebtedness, exceptIndebtedness except for the following: (a) Indebtedness created under the Loan Documents;, Indebtedness created under the 2011 Credit Agreement and Indebtedness existing on the Closing Date as set forth on Schedule 2 and extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date hereof. (b) Indebtedness of (i) any Subsidiary owing to the Borrower, Borrower or (ii) any Subsidiary owing to another other Subsidiary;. (c) Acquired Indebtedness;Unsecured Indebtedness of a Person that becomes a Subsidiary (including by way of acquisition, merger or consolidation) after the Closing Date; provided that such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary, together with extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date of such extension, renewal or replacement. (d) Guarantees of Indebtedness of any Subsidiary by any other Subsidiary permitted hereunder. (e) Indebtedness of any Subsidiary (or any Person that will become a Subsidiary (including by way of acquisition, merger or consolidation) after the Closing Date, provided that such Indebtedness is not incurred in contemplation of such entity becoming a Subsidiary) secured by a Lien permitted pursuant to Section 6.12.1, together with extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date of such extension, renewal or replacement. (f) Indebtedness in respect of Swap Contracts Agreements or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancingsbusiness for the purpose of directly mitigating risks associated with liabilities, refundingscommitments, renewals investments, assets or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal property held or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;anticipated. (g) Indebtedness in respect of a receivables securitization program in an aggregate amount not to exceed at any one time outstanding (when consolidated with the aggregate amount of receivables securitization debt outstanding as permitted Section 6.12.20) 5% of Consolidated Tangible Net Assets. (h) Guarantees by any Subsidiary of Indebtedness of the Borrower (other than any Loan Party such Indebtedness for which such Subsidiary is jointly and severally liable as a co-obligor pursuant to the terms thereof) to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and. (i) other Non-Recourse Indebtedness. (j) Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed at any one time outstanding (when consolidated with the aggregate amount of secured debt outstanding as permitted by Section 6.12.23), the greater of (A) $200,000,000 and (B) 15% of the Borrower’s Consolidated Tangible Net Tangible Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) intercompany Indebtedness among members of (i) the Consolidated Group, provided however, that if the Borrower or any Subsidiary owing Guarantor is the obligor on such Indebtedness and any other member of the Consolidated Group (other than the Borrower or a Subsidiary Guarantor) is the obligee thereof, such Indebtedness must be unsecured and expressly subordinated to the Borrower, or (ii) any Subsidiary owing prior payment in full in cash of all Obligations under subordination terms reasonably acceptable to another Subsidiarythe Administrative Agent and Required Lenders; (c) Acquired Indebtednessobligations (contingent or otherwise) of a Loan Party or any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) other Indebtedness as long as the incurrence of such Indebtedness will not cause, on a pro forma basis, a Default under the Loan Documents, including the financial covenants in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business;Section 8.11; and (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions Guaranties of Indebtedness incurred pursuant to clause (c) of this Section 7.02the foregoing; provided that that, a Subsidiary cannot guaranty borrowed money Indebtedness owed by the amount of such Indebtedness is not increased at Parent Entity, the time of such refinancing, refunding, renewal Borrower or extension except by an amount equal to a reasonable premium or any other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent unless such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this is, or simultaneously becomes, a Subsidiary Guarantor as set forth in Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets7.13.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices 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; (b) Indebtedness of the Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary of the Borrower owed to the Borrower or a wholly-owned Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in outstanding on the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms 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 than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed $50,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(j); (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $50,000,000; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Person that becomes a Restricted Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on after the date hereof in accordance with the terms and conditions reasonably satisfactory to of Section 7.03(g), which Indebtedness is existing at the Administrative Agenttime such Person becomes a Restricted Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower); (h) Guarantees unsecured Indebtedness issued by the Borrower; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness permitted pursuant does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Restricted Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of this Section 7.02; and7.02(h); (i) other Indebtedness not otherwise permitted pursuant to in respect of insurance premium financing for insurance being acquired by the foregoing clauses Borrower or any Restricted Subsidiary under customary terms and conditions; (aj) through (h) term loan Indebtedness of the Borrower in an aggregate principal amount not to exceed $500,000,000; provided that (i) immediately prior to and after giving effect to the incurrence of such Indebtedness, there would be no Default under this Agreement, (ii) after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Borrower and its Subsidiaries would have been in compliance with all of the covenants contained in this Agreement, including, without limitation, Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter, (iii) the loan agreement governing such Indebtedness shall not contain (A) financial covenants that are more restrictive than, or otherwise different from, the financial covenants contained in this Agreement except to the extent that this Agreement is amended to incorporate such more restrictive or different covenants or (B) other terms and conditions (other than mandatory prepayment provisions permitted hereunder and/or under the Intercreditor Agreement) that are more restrictive, taken as a whole, on the Borrower or any of its Restricted Subsidiaries than the terms and conditions of this Agreement, (iv) the interest rate margin applicable to such Indebtedness plus the difference between any applicable LIBOR floor and actual LIBOR shall not at any time outstanding exceed the Applicable Rate for Eurodollar Rate Loans by more than 0.50%, unless this Agreement is amended to increase the Applicable Rate to the extent of such excess, provided, that if the Applicable Rate is so increased, then upon the repayment in full of such term loan Indebtedness, the Applicable Rate shall automatically revert to the Pricing Level determined by reference to the definition of Applicable Rate based on the Compliance Certificate most recently delivered to the Administrative Agent, and (v) the proceeds of such Indebtedness shall be used to acquire the BP Assets, and the Loan Parties shall comply with the requirements of Sections 6.12 with respect thereto; and provided further that any refinancings, refundings, renewals or extensions of such Indebtedness shall be effected only with unsecured Indebtedness that satisfies the requirements of Section 7.02(h); and (k) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$30,000,000 at any time outstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into Current accounts payable arising in the ordinary course of business; (eb) Indebtedness under a Permitted Receivables Financing; (f) outstanding on the Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentor of another Subsidiary otherwise permitted hereunder; (he) Guarantees obligations (contingent or otherwise) of any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Indebtedness permitted pursuant to this in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.027.01(d); and (ig) other Other secured or unsecured Indebtedness not otherwise permitted pursuant to by the foregoing clauses (a) through (h) in an of this Section 7.03, so long as the aggregate principal amount at any time outstanding of such Indebtedness does not to exceed 1510% of the Borrower’s Consolidated Net Tangible Total Assets.

Indebtedness. Permit any Subsidiary Set forth on: (i) Schedule 6.5(c)(i) hereto is a list and description of (A) all Indebtedness of the Credit Parties and their respective Subsidiaries (other than the Guarantor Senior Notes and the Loans) in excess of $5,000,000 that will be outstanding immediately after the Effective Date and (B) all Indebtedness of the Credit Parties and their respective Subsidiaries in excess of $5,000,000 that will be repaid, defeased, transferred or any Subsidiary Guarantor in each case otherwise terminated on or prior to the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or Effective Date; (ii) Schedule 6.5(c)(ii) hereto is a list and description of the Existing Non-U.S. Facilities and the obligations of any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in of Crown Holdings that has any Guarantee Obligations with respect of Swap Contracts to, is an obligor under or provides credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness Existing Non-U.S. Facilities as of the Effective Date; and (iii) Schedule 6.5(c)(iii) hereto is not increased at a list and description of the time Existing Factoring Facilities and the obligations of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness Crown Holdings that has any Guarantee Obligations with respect to, is an obligor under or provides credit support in respect of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness Existing Factoring Facilities as of the Borrower under this Agreement on terms and conditions reasonably satisfactory Effective Date (collectively the “Indebtedness to Remain Outstanding”), in each case showing the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an outstanding aggregate principal amount at thereof (and the aggregate amount of any time outstanding not to exceed 15% undrawn commitments with respect thereto) and the name of the Borrower’s Consolidated Net Tangible Assetsrespective obligor and any other entity which directly or indirectly guaranteed such debt. No Indebtedness to Remain Outstanding (other than the Senior Notes) has been incurred in connection with, or in contemplation of, the Transactions or the other transactions contemplated hereby. Crown Holdings has delivered or caused to be delivered to Administrative Agent a true and complete copy of the form of each material instrument evidencing Indebtedness for money borrowed listed on Schedule 6.5(c)(i) and of each material agreement or instrument pursuant to which such Indebtedness for money borrowed was issued.

Indebtedness. Permit The Borrower will not, nor will it permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 6.01 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Administrative AgentBorrower or any Subsidiary; (hd) Guarantees Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.02(h); provided that the aggregate amount of all such Indebtedness permitted pursuant at any time outstanding shall not exceed $1,000,000; (e) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; (f) unsecured Indebtedness arising from the issuance of bonds upon terms, conditions and documentation acceptable to this Section 7.02the Agent; provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $50,000,000; and (ig) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% consisting of the Borrower’s Consolidated Net Tangible Assetsfinancing of insurance premiums payable within one (1) year.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; (gc) Guarantees by Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 Subsidiary one time outstanding shall not exceed $15,000,000; (d) intercompany Indebtedness permitted under Section 7.03 (“Intercompany Debt”); provided that in the case of Indebtedness of any owing by a Loan Party to a Subsidiary that is not a Loan Party such Indebtedness shall be subordinated to the Obligations in a manner and to an extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory acceptable to the Administrative Agent; (he) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted pursuant hereunder of the Borrower or any Subsidiary; (f) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to this Section 7.02; andmake payments on outstanding transactions to the defaulting party; (g) direct or contingent obligations of such Person arising under performance, bid, appeal and surety bonds, performance and completion guarantees, and similar instruments (including any related indemnity agreement) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case entered into 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; (h) Indebtedness in respect of any Cash Management Agreements entered into in the ordinary course of business; (i) Indebtedness representing deferred compensation to directors or employees of the Borrower or the Subsidiaries incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, directors, consultants 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; (k) Indebtedness incurred by the Borrower or any Subsidiary in a Permitted Acquisition, any other Investment permitted hereunder or any Disposition, in each case constituting indemnification obligations or obligations in respect of earnouts, purchase price adjustments, or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, earn-outs or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (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) Indebtedness of Subsidiaries that are not otherwise permitted pursuant to the foregoing clauses (a) through (h) Loan Parties in an aggregate principal amount at any time outstanding not to exceed 15% $10,000,000; (o) Indebtedness of a Subsidiary acquired in any Permitted Acquisition that is secured only by the Borrower’s Consolidated Net Tangible Assetsassets or business acquired in the applicable Permitted Acquisition, so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (C) the aggregate principal amount of such Indebtedness at any time outstanding pursuant to this clause does not exceed $15,000,000; (p) other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; and (q) 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.

Indebtedness. Permit The Borrower shall not, and shall not permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents, including any Guaranty of the Obligations issued by any Subsidiary; (b) Indebtedness of (i) any Subsidiary owing outstanding on September 26, 2008 and listed on Schedule 7.02 to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Disclosure Letter and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) unsecured Indebtedness of the Borrower (which may be guaranteed by Subsidiaries), at any time outstanding in an aggregate principal amount not to exceed $200,000,000, to be used for any general corporate purposes; (d) Indebtedness pursuant to Swap Contracts; 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) Indebtedness incurred to finance the acquisition, construction or improvement of any assets, including Capital Lease Obligations and including any such Indebtedness incurred for such purpose within 90 days after such acquisition or completion of construction or improvement, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $25,000,000 at any time outstanding; (i) Indebtedness of the Borrower and its Subsidiaries to the Borrower or its Subsidiaries outstanding on September 26, 2008, (ii) Indebtedness of a Loan Party to another Loan Party, (iii) Indebtedness of a Loan Party to a Subsidiary of the Borrower that is not a Loan Party, and (iv) Indebtedness of Subsidiaries of the Borrower that are not Loan Parties to a Loan Party that would be permitted under clause (iv) of Section 7.10(c); (g) Guarantees by any Subsidiary the Borrower or its Subsidiaries of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower otherwise permitted under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentSection 7.02; (h) Guarantees Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that (x) such Indebtedness permitted pursuant to this Section 7.02(other than credit or purchase cards) is extinguished within five Business Days of its incurrence; andand (y) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days of its incurrence; (i) Indebtedness of a Subsidiary acquired after the date of this Agreement or a corporation merged into or consolidated with the Borrower or any Subsidiary after the Agreement and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, and (ii) extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus any accrued and unpaid interest and redemption premium paid plus other reasonable amounts, including fees and expenses reasonably incurred in connection with any such extension, renewal or replacement); provided that the aggregate amount of all such Indebtedness does not otherwise permitted pursuant to the foregoing clauses (a) through (h) in at any time exceed an aggregate principal amount at any time outstanding in excess of $10,000,000; (j) Indebtedness incurred or arising in connection with the matters described in Sections 7.01(g), (h) and (j); (k) Indebtedness constituted by the Senior Secured Notes and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to fees and expenses reasonably incurred by the Borrower in engaging and utilizing underwriters or initial purchasers in connection with such refinancing, provided further that no such refinancing, refunding, renewal or extension may provide for (A) an earlier final, stated maturity date, or make provision for any amortization payments to occur earlier than the stated maturity of the Senior Secured Notes, or (B) directly or indirectly, and including any original issue discount or other method, a higher interest rate, than that which apply to the Indebtedness being refinanced, refunded, renewed or extended; (l) Indebtedness in the form of reimbursement obligations under cash-collateralized letters of credit applied for by a Loan Party and issued by one or more issuing banks outside the terms of this Agreement, in an aggregate stated amount not to exceed 15% $10,000,000 at any time; and (m) other unsecured Indebtedness of the Borrower’s Consolidated Net Tangible AssetsBorrower in an amount not to exceed $10,000,000.

Indebtedness. Permit The Borrowers will not, and will not permit any Subsidiary (other than the Guarantor to, directly or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to indirectly, create, incur, assume or permit suffer to exist any IndebtednessIndebtedness or Debt, except: (a) the Obligations and Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Closing Date and listed on Schedule 8.1 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by of the Borrowers or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrowers or any Loan Party Subsidiary; (d) (i) Bank Product Obligations, other than Hedge Agreements, and (ii) obligations (contingent or otherwise) of the Borrowers or any Subsidiary existing or arising under any Hedge Agreement, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of 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 speculative purposes and such Hedge Agreement is with the Administrative Agent, provided the Administrative Agent offers such Hedge Agreement on competitive market terms, or, if the Administrative Agent does not offer such Hedge Agreement on competitive market terms, a Lender or another financial institution reasonably acceptable to the extent Administrative Agent and Borrower, as counterparty; (e) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 8.2(h); provided that the aggregate amount of all such Subsidiary has guaranteed the Indebtedness at any time outstanding shall not exceed $2,000,000; (f) Indebtedness of the Borrower under this Agreement on terms Borrowers or any Subsidiary as an account party in respect of commercial letters of credit; (g) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and conditions reasonably satisfactory completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the Administrative Agentordinary course of business; (h) Guarantees Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of Indebtedness permitted pursuant to this Section 7.02business or (ii) arising under or in connection with cash management services in the ordinary course of business; and (i) other unsecured Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed $2,500,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $5,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) the Existing Mezzanine Debt in an aggregate principal amount not to exceed $10,500,000; (g) Guarantees by the Existing Subordinated Debt in an aggregate principal amount not to exceed $16,108,000 and any Subsidiary refinancings and extensions thereof; provided, that (i) the amount of such Indebtedness is not increased at the time of such refinancing or extension, (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any Loan Party material respect to the extent such Subsidiary has guaranteed Borrower and its Subsidiaries or the Indebtedness Lenders than the terms of the Borrower under this Agreement on terms Existing Subordinated Debt, (iii) such refinanced or extended Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and conditions reasonably satisfactory customary acceleration rights after an event of default) in each case, prior to the Administrative Agentdate that is six (6) months after the latest Maturity Date, and (iv) such refinanced or extended Indebtedness shall not mature at any time on or prior to the date that is six (6) months after the latest Maturity Date; (h) Guarantees of Indebtedness permitted pursuant so long as (i) the Qualifying IPO has occurred and (ii) the Existing Mezzanine Debt and the Existing Subordinated Debt have been repaid in full and terminated, Subordinated Debt in an aggregate principal amount not to this Section 7.02; andexceed $25,000,000; (i) 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 business; provided, however, that such Indebtedness not otherwise permitted pursuant to is extinguished within ten days of incurrence; (j) Indebtedness consisting of deferred purchase price obligations (including earnout obligations), indemnification obligations, adjustment of purchase price or similar obligations and guarantee obligations, in each case in connection with Acquisitions, dispositions of property and Investments and indemnification obligations arising under Contractual Obligations; (k) Indebtedness incurred in connection with the foregoing clauses (a) through (h) financing of insurance premiums in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed 15% the premiums owed under such policy; (l) Indebtedness in respect of appeal, bid, performance or surety or similar bonds, workers’ compensation claims and self-insurance obligations issued for the account of the Borrower’s Consolidated Net Tangible AssetsBorrower or any Subsidiary in the ordinary course of business; (m) Indebtedness of the type described in Section 7.03(e) above in an aggregate amount not to exceed $5,000,000 outstanding at any one time acquired in Permitted Acquisitions (“Acquired Indebtedness”), provided that such Acquired Indebtedness shall exist prior to the applicable Permitted Acquisition and shall not have been incurred in anticipation of the applicable Permitted Acquisition; (n) other unsecured Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any one time outstanding; and (o) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the date hereof (i) any Subsidiary owing after giving effect to the Borrower, or (iiAcquisition of the Acquired Business) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) and listed on Schedule 8.01 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guarantees of the Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary; (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness of the Company or any Subsidiary incurred after the Closing Date in respect of capital leases, Synthetic Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 8.02(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $35,000,000; (f) unsecured Indebtedness in an aggregate principal amount not to exceed $750,000,000 that is incurred under the Multi-Year Credit Agreement and any refinancings, refundings, renewals or extensions thereof; provided that the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and no Liens are granted in connection therewith; (g) Guarantees intercompany Indebtedness among the Company and its Subsidiaries, provided that if such Indebtedness is owing from a Subsidiary that is not a Loan Party to a Loan Party, the extension of credit by the Loan Party to such non-Loan Party is not prohibited by Section 8.03; (h) Indebtedness in respect of Securitization Transactions; provided that the aggregate Attributable Principal Amount in connection with such Securitization Transactions shall not at any time be in excess of (i) $100,000,000 with respect to the Loan Parties and (ii) $100,000,000 with respect to Subsidiaries that are not Loan Parties; (i) to the extent constituting Indebtedness, environmental remediation or similar obligations of the Company or any Subsidiary not to exceed $50,000,000 in the aggregate; (j) unsecured Indebtedness of the Company or any Subsidiary to procure the release of the JV Affiliate Entity Guarantees pursuant to § 8.1.1 of the Purchase Agreement; (k) other unsecured Indebtedness of any Loan Party to provided that the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory Company shall have delivered to the Administrative Agent; (h) Guarantees Agent a certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of Indebtedness permitted such Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.08 as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the financial statements pursuant to this Section 7.027.01(a) or (b); and (il) other unsecured Indebtedness of any Subsidiary that is not otherwise permitted pursuant to the foregoing clauses (a) through (h) a Loan Party in an aggregate principal amount not to exceed 10% of Consolidated Net Worth at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guarantees of Company or any Subsidiary in respect of Indebtedness otherwise permitted under Sections 7.03(b), (d) or (e) of Company or any wholly-owned Subsidiary; (d) obligations (contingent or otherwise) of Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations 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 shall not exceed the Threshold Amount. (f) Indebtedness among Borrowers and Subsidiaries; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;trade payables; and (h) Guarantees Indebtedness of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to Subsidiaries organized under the foregoing clauses (a) through (h) laws of a jurisdiction in Asia in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$20,000,000.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the Closing Date and set forth in Schedule 8.03 (i) any Subsidiary owing and renewals, refinancings and extensions thereof on terms and conditions no less favorable to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired such Person than such existing Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (c) intercompany Indebtedness and Guarantees with respect to Indebtedness, so long as in each case the related Investment made by the holder of such Indebtedness or by the provider of such Guarantee, as applicable, is permitted under Section 8.02 (other than Section 8.02(f)); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) [Intentionally omitted]; (f) Guarantees with respect to any Indebtedness permitted under this Section 8.03; (g) Guarantees by any Subsidiary Indebtedness in the form of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms Capital Lease obligations and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02purchase money Indebtedness; and provided that (i) other the total of all such Indebtedness for all such Persons taken together shall not otherwise permitted pursuant to the foregoing clauses (a) through (h) in exceed an aggregate principal amount of $25,000,000 at any one time outstanding outstanding; (ii) such Indebtedness when incurred shall not to exceed 15% the purchase price of the Borrower’s Consolidated Net Tangible Assets.asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness of any Subsidiary of the Borrower, except: (a) Indebtedness under outstanding on the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals renewals, replacements or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal 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 the foregoing and by an amount equal to any existing commitments unutilized thereunder; (b) Guarantees in respect of Indebtedness otherwise permitted hereunder of any other Subsidiary; (c) obligations (contingent or otherwise) of any Subsidiary 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 liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (d) other Indebtedness that is either unsecured or secured by Liens that are otherwise permitted by Section 7.01(l), so long as the aggregate principal amount of Indebtedness incurred pursuant to this clause (d), when combined (without duplication) with the aggregate principal amount of Indebtedness secured by ▇▇▇▇▇ permitted by Section 7.01(l), does not at any time exceed the Maximum Priority Debt Limit; provided that the Maximum Priority Debt Limit may be exceeded pursuant to this subsection (i) at any time if such amount were satisfied at the date of incurrence but the Maximum Priority Debt Limit later decreased as a result of a decrease in Consolidated Total Assets or (ii) at the time of any refinancing, refunding, renewal, replacement or extension of any Indebtedness that was incurred at a time when the Maximum Priority Debt Limit was satisfied so long as the aggregate principal amount of such refinancing, refunding, renewal, replacement or extension does not exceed the amount then outstanding except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees and expenses incurred in connection with the foregoing; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary and not created in contemplation thereof, and any refinancing, refunding, renewal, replacement or extension of the foregoing, so long as the 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 premium or other amount paid, and accrued and unpaid interest, and fees and expenses incurred, in connection with the foregoing and by an amount equal to any existing commitments unutilized thereunder; (f) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, replacement or improvement; (g) Guarantees Indebtedness owing by any Subsidiary of Indebtedness of the Borrower to either (i) the Borrower or (ii) any Loan Party to the extent such other Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;Borrower; and (h) Guarantees Indebtedness in respect of Indebtedness permitted workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by any Subsidiary or relating to liabilities, obligations, indemnities or guarantees incurred in the ordinary course of business or pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsgovernmental or regulatory requirements.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, issue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the of any Loan DocumentsParty pursuant to any Loan Document; (b) Indebtedness of (i) the Borrower to any Subsidiary owing and of any Wholly Owned Subsidiary Guarantor to the Borrower, Borrower or (ii) any Subsidiary owing to another other Subsidiary; (c) Acquired IndebtednessGuarantee Obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor in an aggregate amount not to exceed $5,000,000 at any one time outstanding; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in outstanding on the ordinary course of business; (edate hereof and listed on Schedule 7.2(d) Indebtedness under a Permitted Receivables Financing; (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause thereof (c) of this Section 7.02; provided that without increasing, or shortening the maturity of, the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereof); (gi) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms in respect of the Senior Notes and conditions reasonably satisfactory to the Administrative Agent; Senior Exchangeable Notes and (hii) Guarantees Guarantee Obligations of Indebtedness permitted pursuant to this Section 7.02Holdings in respect of such Indebtedness; and (if) other additional Indebtedness not otherwise permitted pursuant to of the foregoing clauses (a) through (h) Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) at any one time outstanding that would not cause a violation of Section 7.1; ; provided that the Borrower shall not permit any Subsidiary Guarantor that is the owner (or ground-lessee) of a Borrowing Base Property or a Mortgage Note included in the computation of Borrowing Base Value to exceed 15% create, incur, assume, become liable in respect of the Borrower’s Consolidated Net Tangible Assetsor suffer to exist any Indebtedness that is recourse to such Subsidiary Guarantor.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into Current accounts payable arising in the ordinary course of business; (eb) Indebtedness under a Permitted Receivables Financing; (f) outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Indebtedness of a Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower or of another Subsidiary otherwise permitted hereunder; (e) obligations (contingent or otherwise) of any Subsidiary existing or arising under this Agreement any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on terms and conditions reasonably satisfactory outstanding transactions to the Administrative Agentdefaulting party; (f) Indebtedness in respect of capital or financing leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(d); (g) Indebtedness of the Borrower incurred pursuant to that certain Second Amended and Restated Credit Agreement dated as of September 10, 2018 by and among the Borrower, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto; and (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Other secured or unsecured Indebtedness not otherwise permitted pursuant to by the foregoing clauses (a) through (h) in an of this Section 7.03, so long as the aggregate principal amount at any time outstanding of such Indebtedness does not to exceed 1510% of the Borrower’s Consolidated Net Tangible Total Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth on Schedule 8.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) intercompany Indebtedness among Energen Corporation, the Borrower and their respective Subsidiaries; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness, subject to the limitations set forth in Section 8.01(i); (f) Indebtedness existing in or relating to real estate acquired by the Borrower or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations, subject to the limitations set forth in Section 8.01(z); (g) Guarantees by any Subsidiary of other Indebtedness of any Loan Party as long as after giving effect thereto the Borrower is in compliance with the financial covenant in Section 8.11 on a Pro Forma Basis, subject to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;limitations set forth in Section 8.01; and (h) Guarantees of with respect to Indebtedness permitted pursuant to under this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets8.03.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the BorrowerClosing Date and set forth on Schedule 7.03(b), or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; thereof, provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued, but unpaid, interest thereon, a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) the direct or any contingent obligor with respect thereto is not changed and (iii) the final maturity thereof and the weighted average life to maturity thereof is no shorter than that of the Indebtedness being refinanced, refunded, renewed or extended; (gc) unsecured Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) Excluded Subsidiaries in an aggregate principal amount at any time outstanding not to exceed 15% $5,000,000; (d) obligations (contingent or otherwise) of the Borrower’s Consolidated Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of debt securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of Capital Leases (including Capital Leases arising from the Specified Sale-Leaseback Transaction), Synthetic Leases and purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Indebtedness (other than any such Indebtedness in the form of Capital Leases arising from the Specified Sale-Leaseback Transaction) at any time outstanding shall not exceed $10,000,000; (f) unsecured Indebtedness, in an aggregate principal amount at any time outstanding not to exceed $50,000,000, of the Company and the other Domestic Loan Parties that is subordinated to the Loan Documents Obligations on written terms approved in writing by the Administrative Agent; (g) Indebtedness of the Company or any of its Subsidiaries owed to the Company or any of its Subsidiaries; provided that (i) such Indebtedness shall be subject to Section 7.02, (ii) in the case of Indebtedness of the Company or any of its Subsidiaries owed to Subsidiaries that are not Domestic Loan Parties, such Indebtedness is unsecured and (iii) in the case of Indebtedness of any Loan Party, such Indebtedness is subordinated to the Loan Documents Obligations on written terms satisfactory to the Administrative Agent; (h) Guarantees by the Company of any Indebtedness of a Subsidiary or by any Subsidiary of any Indebtedness of the Company or any other Subsidiary, other than, in each case, Guarantees of any Indebtedness referred to in Section 7.03(b), 7.03(f) or 7.03(i); provided that (i) any such Guarantees shall be subject to Section 7.02 and (ii) any such Guarantees by a Subsidiary that is not a Loan Party of Indebtedness referred to in Section 7.03(m) shall be subject to the limitation set forth in the proviso of such Section; (i) any unsecured intercompany Indebtedness of a Foreign Loan Party assumed by a Foreign Subsidiary that is not a Foreign Loan Party and any unsecured intercompany Indebtedness of a Foreign Subsidiary that is not a Foreign Loan Party assumed by another Foreign Subsidiary that is not a Foreign Loan Party; (j) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (k) [Reserved]; (l) Indebtedness under the Permitted Convertible Notes in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; provided that, substantially concurrently with the issuance of the Permitted Convertible Notes, the Primary Revolving Borrowers shall apply all the Net Tangible AssetsProceeds thereof (net of any portion thereof applied to enter into the Permitted Call Spread Hedge Swap Contracts) to prepay, in accordance with Section 2.05(a) or 2.05(b), as applicable, Committed Primary Revolving Loans and Swing Line Loans outstanding at such time; (m) unsecured Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided that, in the case of Subsidiaries that are not Loan Parties, the aggregate principal amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; (n) unsecured Indebtedness of the Company and its Subsidiaries owed to the Excluded Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (o) Indebtedness in respect of the Permitted Call Spread Hedge Swap Contracts; and (p) Permitted Refinancing Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 8.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 amount, subject to subsection (i) below, equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Swap Contracts; (d) purchase money Indebtedness (including capital leases) described in Section 8.01(i) not to exceed an aggregate outstanding principal amount at any time of $250,000,000, excluding those described on Schedule 8.03; (e) the Real Estate Financing Facilities; (f) any obligations arising under the Permitted Trade Receivables Facilities, provided that the amount of all accounts receivable owing to the Foreign Subsidiaries that are sold, transferred or assigned shall not exceed the equivalent of EUR 800,000,000 in the aggregate, based on the prevailing spot rate of exchange for the currencies in which such accounts receivable are denominated as of the date of determination; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party a Person, or in respect of assets, acquired pursuant to an Acquisition permitted under Section 8.12 and existing at the extent time of such Subsidiary has guaranteed Acquisition (including the Kohler Acquisition), provided that (i) such Indebtedness was not incurred in contemplation of such Acquisition and (ii) such Indebtedness is not outstanding for more than one hundred eighty (180) days after the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentdate of such Acquisition; (h) Guarantees Indebtedness of the Kohler Acquired Business or any of its Subsidiaries existing at the time of consummation of the Kohler Acquisition, provided that (i) such Indebtedness was not incurred in contemplation of such Acquisition and (ii) the aggregate principal amount of Indebtedness permitted pursuant to this clause (h) shall not exceed $105,000,000 at any time outstanding; (i) Other Indebtedness as long as after giving effect to the incurrence thereof, the Borrower will be in pro forma compliance with Section 7.028.13(a); provided that (i) the aggregate principal amount of Indebtedness of Subsidiaries that are not Guarantors incurred pursuant to this clause (i) shall not exceed $400,000,000 at any time; provided, further, the calculation of such $400,000,000 limit shall exclude Indebtedness incurred or existing pursuant to cash pooling arrangements of the Borrower and its Subsidiaries existing or entered into in the ordinary course of business consistent with past practices and (ii) for the avoidance of doubt, for any incurrence of debt on or after the Kohler Acquisition Closing Date, such pro forma compliance shall be determined after giving effect to the step-up to the Consolidated Total Leverage Ratio described in Section 8.13(a)(x); and (ij) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% Guarantees of the Borrower’s Consolidated Net Tangible AssetsIndebtedness of the Borrower (other than the Obligations) by any Subsidiary that is a Guarantor hereof or becomes a Guarantor hereof concurrently with its Guarantee of such other Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) the Indebtedness under outstanding on the Loan DocumentsClosing Date and reflected on Schedule 8.1(a) to the Original Credit Agreement, including the refinancing of any such Indebtedness on terms and conditions taken as a whole no less favorable to Holdings and its Subsidiaries or the Lenders; provided that all Senior Notes that remain outstanding on the first optional redemption date with respect thereto shall be redeemed in full on or promptly after such date; (b) Indebtedness consisting of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryLoans and in connection with this Agreement; (c) Acquired IndebtednessIndebtedness incurred under the First Lien Facilities in an aggregate principal amount not to exceed $270,000,000 (minus any amounts incurred by the Lenders under subsection 4.16) and Indebtedness incurred to refinance, renew or replace such Indebtedness (plus amounts for prepayment penalties and premiums and reasonable fees and expenses in connection with such refinancing) in whole or in part; provided that any refinancing thereof shall be in accordance with the terms of the Intercreditor Agreement; (d) unsecured Indebtedness of any Subsidiary of Bermuda Holdings owed to Bermuda Holdings or any Subsidiary of Bermuda Holdings; provided, that the aggregate amount of such Indebtedness at any time outstanding (excluding Indebtedness otherwise permitted under this Section 8.1) that is not evidenced by Intercompany Notes subject to a second priority Lien in respect favor of Swap Contracts the Administrative Agent pursuant to the Collateral Agreement shall not exceed $20,000,000 plus the sum of any amounts dividended or credit support distributed by any Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Bermuda Holdings or any Credit Party pursuant to Section 8.3(c) and (B) the aggregate amount of any investments made in respect thereof entered into Tier 2 Foreign Entities by Bermuda Holdings or any Credit Party pursuant to Section 8.6(b), and provided further that Indebtedness of any Subsidiary of Bermuda Holdings to Bermuda Holdings or any Subsidiary of Bermuda Holdings financed with contributions of equity after the Closing Date to the payee of such indebtedness directly or indirectly from or any of the Permitted Holders, shall be permitted hereunder, to the extent such equity proceeds are not used to finance acquisitions pursuant to Section 8.6. For purposes of this Section 8.1(d), the payment, or intercompany loans or advances for such purpose, by the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of expenses and operating costs of the Bermuda Borrower or any Subsidiary of the Bermuda Borrower incurred in the ordinary course of business, provided that any such payment by the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of loans which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (e) other unsecured Indebtedness under a Permitted Receivables Financingof the Bermuda Borrower and its Subsidiaries in an aggregate principal amount at any one time outstanding not in excess of $18,000,000; (f) Indebtedness in respect of letters of credit in an aggregate principal amount equal to $6,000,000 at any refinancingsone time outstanding; (i) Indebtedness of the Bermuda Borrower or any of its Subsidiaries assumed in connection with acquisitions permitted by subsection 8.6(g) (so long as such Indebtedness was not incurred in anticipation of such acquisitions), refundings, renewals (ii) Indebtedness of newly acquired Subsidiaries of the Bermuda Borrower acquired in such acquisitions (so long as such Indebtedness was not incurred in anticipation of such acquisitions) and (iii) Indebtedness of the Bermuda Borrower or extensions any of Indebtedness its Subsidiaries owed to the seller or any third party in any acquisition permitted by subsection 8.6(g) constituting part of the purchase price thereof or incurred pursuant to clause (c) of this Section 7.02finance any such acquisition; provided that that, after giving pro forma effect to such Indebtedness and related acquisition, either (A) the Total Net Leverage Ratio for the most recently ended fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is incurred would have been less than 3.0 to 1.0 or (B) the Total Net Leverage Ratio for the most recently ended four fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is incurred would have been less than 3.5 to 1.0 and the amount of such Indebtedness, together with all other Indebtedness outstanding pursuant to subsection 8.1(g) would not exceed $30,000,000 in the aggregate on the date such Indebtedness is not increased at incurred or (C) the time Total Net Leverage Ratio for the most recently ended four fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is incurred would have been greater than or equal to 3.5 to 1.0 and the amount of such refinancingIndebtedness, refunding, renewal or extension except by an amount equal together with all other Indebtedness outstanding pursuant to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably Section 8.1(g) would not exceed $20,000,000 in the aggregate on the date such Indebtedness is incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees Indebtedness in connection with worker’s compensation obligations and general liability exposure of Indebtedness permitted pursuant to this Section 7.02; andthe Bermuda Borrower and its Subsidiaries; (i) other Indebtedness not otherwise permitted pursuant to of Foreign Subsidiaries of the foregoing clauses (a) through (h) Bermuda Borrower in an aggregate principal amount at any time outstanding not to exceed 15% in excess of the Borrower’s Consolidated Net Tangible Assetsequivalent at the date of each incurrence thereof of $18,000,000; and (j) Indebtedness of the Bermuda Borrower and its Subsidiaries for industrial revenue bonds or other similar governmental and municipal bonds, for the deferred purchase price of newly acquired property and to finance equipment of the Bermuda Borrower and its Subsidiaries (pursuant to purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business (provided such financing is entered into within 180 days of the acquisition of such property) of the Bermuda Borrower and its Subsidiaries in an amount (based on the remaining balance of the obligations therefor on the books of the Bermuda Borrower and its Subsidiaries) which shall not exceed $6,000,000 in the aggregate at any one time outstanding and Indebtedness of the Bermuda Borrower and its Subsidiaries in respect of Financing Leases to the extent subsection 8.7 would not be contravened.

Indebtedness. Permit 6.11.1 The Borrower shall not incur any Subsidiary Indebtedness unless after giving effect thereto the Borrower is in compliance with the financial covenant in Section 6.16 on a pro forma basis. 6.11.2 The Borrower will not permit its Subsidiaries (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effectExcluded Subsidiaries) to create, incur, assume or permit to exist incur any Indebtedness, exceptIndebtedness except for the following: (a) Indebtedness created under the Loan Documents;Documents and Indebtedness existing on the Closing Date as set forth on Schedule 2 and extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date hereof. (b) Indebtedness of (i) any Subsidiary owing to the Borrower, Borrower or (ii) any Subsidiary owing to another other Subsidiary;. (c) Acquired Indebtedness;unsecured Indebtedness of a Person that becomes a Subsidiary (including by way of acquisition, merger or consolidation) after the Closing Date; provided that such Indebtedness was not incurred in contemplation of such Person becoming a Subsidiary, together with extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date of such extension, renewal or replacement. (d) guarantees by any Subsidiary of Indebtedness of any other Subsidiary permitted hereunder. (e) Indebtedness of any Subsidiary (or any Person that will become a Subsidiary (including by way of acquisition, merger or consolidation) after the Closing Date, provided that such Indebtedness is not incurred in contemplation of such entity becoming a Subsidiary) secured by a Lien permitted pursuant to Section 6.12.1, together with extensions, renewals and replacements of any such Indebtedness in a principal amount not in excess of that outstanding as of the date of such extension, renewal or replacement. (f) Indebtedness in respect of Swap Contracts Agreements or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancingsbusiness for the purpose of directly mitigating risks associated with liabilities, refundingscommitments, renewals investments, assets or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal property held or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;anticipated. (g) Guarantees Indebtedness in respect of a receivables securitization program in an aggregate amount not to exceed at any one time outstanding (when consolidated with the aggregate amount of receivables securitization debt outstanding as permitted Section 6.12.20) 5% of Consolidated Tangible Net Assets. (h) guarantees by any Subsidiary of Indebtedness of any Loan Party the Borrower to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and. (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed at any one time outstanding (when consolidated with the aggregate amount of secured debt outstanding as permitted by Section 6.12.22)) the greater of (A) $200,000,000 and (B) 15% of the Borrower’s Consolidated Tangible Net Tangible Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to create6.2.1 Create, incur, assume or permit suffer to exist exist, nor in any Indebtedness, manner become or be liable directly or indirectly with respect to any Indebtedness (on a consolidated basis) except: : (aA) the Obligations; (B) Indebtedness under for other borrowed money existing on the Loan Documents; (b) Indebtedness date of (i) any Subsidiary owing this Agreement, listed and described, but only to the Borrowerextent so listed and described, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) on Exhibit 6.2 attached hereto, and any refinancings, refundings, renewals renewals, restatement, or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; thereof, provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal renewal, restatement or extension except by for an amount equal to a reasonable premium or other reasonable amount paid, for accrued and unpaid interest thereon and the fees and expenses reasonably incurred, incurred in connection with such refinancing refinancing, refunding, renewal, restatement or extension, and by an amount equal to any existing commitments unutilized thereunder; ; (gC) Guarantees by any Subsidiary Indebtedness for the purchase price of capital assets incurred in the ordinary course of business (other than real estate), subject, however, to the limitation that such Indebtedness does not exceed the lesser of any Loan Party the cost of such capital assets or its fair market value at the time of acquisition; (D) Indebtedness permitted under Section 6.4 hereof; (E) Indebtedness for taxes, assessments or governmental charges to the extent such Subsidiary has guaranteed that payment thereof shall at the time not be required to be made in accordance with Section 5.5 hereof; (F) Indebtedness of represented by trust preferred securities issued by the Borrower under this Agreement on terms and conditions reasonably satisfactory to or any of its Subsidiaries or represented by the Administrative Agent; (h) Guarantees issuance of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% collateralized debt obligation securities of a Subsidiary of the Borrower’s Consolidated Net Tangible Assets; or (G) Indebtedness on open account for the cost of services, materials and supplies incurred by Borrower in the ordinary course of business (not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by such debtor, respectively, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no lien or encumbrance has been placed on any property of such debtor, respectively.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereofThird Amendment Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) (i) Guarantees by of the Borrowers or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrowers or any wholly-owned Domestic Subsidiary, anda Loan Party, (ii) Guarantees of any Non-Loan Party Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Non-Loan Party Subsidiary, (iii) unsecured Guarantees of the Borrowers or any Subsidiary in respect of obligations of any Foreign Subsidiary arising in the ordinary course of businessOrdinary Course of Business in an aggregate amount for all such Guaranties under this clause (iii) not exceeding at any time $75,000,000$50,000,000 in the aggregate at any time, and (iv) Indebtedness consisting of surety or indemnitor obligations under any bond or other contract for the benefit of any Borrower or Subsidiary to the extent such Subsidiary has guaranteed incurred in the Indebtedness Ordinary Course of Business; (d) obligations (contingent or otherwise) of the Borrower Borrowers or any Subsidiary existing or arising under this Agreement any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on terms outstanding transactions to the defaulting party and conditions other Bank Product Debt; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(ij); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding together with all Indebtedness outstanding under Section 7.03(h) shall not exceed $25,000,000 in the aggregate; (f) other, unsecured Indebtedness, provided that at the time of incurrence thereof, both before and after giving effect to such Indebtedness, (i) there exists no Default, (ii) each of the Borrowers and their Subsidiaries is Solvent, and (iii) on a pro forma basis, as of the then-most recently ended fiscal quarter, but after taking into account the effect of such Indebtedness, Imation is in compliance with the covenants set forth in Section 7.11(a) and Section 7.11(b), and (iv) a Responsible Officer of the Borrowers has delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative AgentAgent certifying the satisfaction of each of the foregoing conditions;Indebtedness of Non-Loan Party Subsidiaries, provided, however, that the principal amount of all such Indebtedness, together with all Dispositions made pursuant to Section 7.05(j), shall not exceed $75,000,000 in the aggregate at any time outstanding; (g) Indebtedness of a Person existing at the time such Person is acquired by the Borrower or any Subsidiary (whether by stock purchase, merger or otherwise); provided that such Indebtedness werewas in existence prior to the contemplation of such acquisition and do not extend to any assets other than those of the Person acquired and the amount of such Indebtedness does not exceed $5,000,000 in the aggregate at any time outstanding; (h) Guarantees Indebtedness secured by fixed or capital assets and property acquired by the Borrowers or any Subsidiary; provided that such Indebtedness (i) does not exceed the value of such property or assets so acquired, (ii) was in existence prior to the contemplation of such acquisition, and (iii) together with all Indebtedness permitted pursuant to this outstanding under Section 7.027.03(e), does not exceed $25,000,000 in the aggregate; and (i) other Indebtedness not otherwise permitted pursuant subordinated to the foregoing clauses Obligations on terms satisfactory to, and otherwise having material terms satisfactory to, the Required Lenders; (aj) through Indebtedness complying with the requirements set forth on Schedule 7.03(A) so long as immediately before and after giving effect to such Indebtedness, Availability shall be at least $30,000,000; and (hk) other unsecured Indebtedness that does not exceed $10,000,000 in an the aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any Subsidiary First Lien Guarantor in respect of Indebtedness of any Loan Party to such First Lien Guarantor permitted under the extent such Subsidiary has guaranteed the Indebtedness First Lien Credit Agreement; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under this Agreement any Swap Contract or currency risk management financial instrument; 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, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on terms and conditions reasonably satisfactory outstanding transactions to the Administrative Agentdefaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a First Lien Guarantor in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; andPermitted Equipment Financing; (i) other Indebtedness not otherwise permitted pursuant Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the foregoing clauses Borrower or any First Lien Guarantor, (aiii) through loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (hk) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to exceed 15% which such Person became a Subsidiary of the Borrower’s Consolidated Net Tangible AssetsBorrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which does not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. Permit Create, incur or assume any Subsidiary (other than Indebtedness on and after the Guarantor Closing Date, or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to create, incur, assume or permit suffer to exist any IndebtednessIndebtedness outstanding on the Closing Date, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth in Schedule 8.03 and renewals, refinancings and extensions thereof; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are customary for Indebtedness of a similar nature or are not materially less favorable to the Borrower and its Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended; (c) intercompany Indebtedness permitted under Section 8.02; (d) 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 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) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness outstanding at the time of, and after giving effect to, the incurrence thereof, shall not exceed the greater of (A) $100 million or (B) five percent (5%) of total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the Applicable Period; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) Subordinated Indebtedness and senior unsecured Indebtedness (including any Subordinated Indebtedness or senior unsecured Indebtedness that refinances, replaces, exchanges or extends the Convertible Subordinated Notes); provided that (i) no Default shall have occurred and be continuing on the date such Indebtedness is incurred; (ii) after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof on a Pro Forma Basis the Loan Parties shall be in compliance with the financial covenants set forth in Section 8.11 recomputed as of the end of the Applicable Period; (iii) with respect to any such Indebtedness the aggregate amount of principal payments required to be made on such Indebtedness prior to the date that is 181 days after the Maturity Date shall not exceed 10% of the original principal amount of such Indebtedness; and (iv) the maturity date of such Indebtedness shall be at least 181 days after the Maturity Date; (g) Guarantees by Indebtedness under surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) Indebtedness that may be deemed to exist under the agreements relating to any Subsidiary Investment permitted under Section 8.02 (including any Permitted Acquisition) or Disposition as a result of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness obligation of the Borrower or such Subsidiary to pay indemnification, earn-outs, consulting arrangements, contingent purchase price payments or other purchase price adjustments or similar obligations; (i) the Call Options and the Warrants; (j) Indebtedness arising under this Agreement the Convertible Subordinated Notes; (k) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $50 million at any time outstanding (“Foreign Subsidiary Indebtedness”); (l) Indebtedness issued in lieu of cash payments of Restricted Payments permitted by Section 8.06(e); provided that such Indebtedness is subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (hm) Guarantees Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (n) Indebtedness permitted pursuant to this Section 7.02in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (o) obligations of the Borrower arising in connection with the Borrower’s Group Executive Retirement Plan (the Supplemental Savings Plan) maintained in a Rabbi Trust; and (ip) Guarantees with respect to Indebtedness permitted under this Section 8.03 or other obligations; provided that any such Guarantee shall constitute an Investment by the Person providing such Guarantee in the primary obligor with respect to such Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsor obligation.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of obligations (contingent or otherwise) existing or arising under any Swap Contract; provided, that (i) any Subsidiary owing to such obligations are (or were) entered into by such Person in the Borrowerordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any Subsidiary owing provision exonerating the non-defaulting party from its obligation to another Subsidiarymake payments on outstanding transactions to the defaulting party; (c) Acquired Indebtednesswithout duplication, guaranties by a Consolidated Party in respect of any Indebtedness otherwise permitted hereunder; (d) Indebtedness set forth in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; Schedule 7.02 (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancingsand renewals, refundingsrefinancing and extensions thereof); provided, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;utilized thereunder (for purposes of clarity, it is understood that Funded Debt on Schedule 7.02 is included in calculating the financial covenants in Section 7.09); and (ge) Guarantees by other Funded Debt (including any Subsidiary portion of any renewal, financing, or extension of Indebtedness of any Loan Party set forth in Schedule 7.02 to the extent such Subsidiary has guaranteed portion does not meet the criteria set forth in the proviso of clause (d) above) as long as, after giving effect thereto, the Consolidated Parties are in compliance with the financial covenants in Section 7.09, on a pro forma basis as if such Indebtedness had been incurred as of the Borrower under this Agreement on terms and conditions reasonably satisfactory to last day of the Administrative Agent; (h) Guarantees of Indebtedness permitted most recent fiscal quarter for which financial statements have been delivered pursuant to this Section 7.02; and 6.01 (i) other or if such Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% exists as of the Borrower’s Consolidated Net Tangible AssetsClosing Date, as of March 31, 2021).

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, issue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the of any Loan DocumentsParty pursuant to any Loan Document; (b) Indebtedness of (i) the Borrower to any Restricted Subsidiary owing that is a Guarantor and of any Restricted Subsidiary to the Borrower, Borrower or (ii) any Subsidiary owing to another other Restricted Subsidiary; (c) Acquired IndebtednessGuarantee Obligations incurred by the Borrower or any of its Restricted Subsidiaries that are Guarantors of obligations of any Restricted Subsidiary that is a Guarantor otherwise permitted hereunder; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof plus premiums, accrued interest and costs of refinancing); (e) Indebtedness, including Capital Lease Obligations or purchase money obligations, in any case secured by Liens permitted by Section 7.03(g), in an aggregate principal amount not to exceed $3,000,000 during the term of this Agreement; (i) Indebtedness of the Borrower in respect of Swap Contracts or credit support the Senior Subordinated Notes in an aggregate principal amount not to exceed $287,000,000 and (ii) Guarantee Obligations of any Restricted Subsidiary that is a Guarantor in respect thereof of such Indebtedness, provided that such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; (g) Hedge Agreements in respect of Indebtedness otherwise permitted hereby, so long as such agreements are not entered into for speculative purposes; (h) Indebtedness of the Borrower in respect of the Series A Convertible Preferred Stock of the Borrower; (i) Indebtedness consisting of the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on redeemable preferred Capital Stock in the form of additional shares of the same class of Capital Stock; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; (k) Indebtedness consisting of surety and performance bonds and similar obligations arising in the ordinary course of business that are reasonably required to comply either with applicable federal and state laws and regulations or with Contractual Obligations; (l) Indebtedness of the Borrower (i) in the amount of $1,600,000 in connection with the acquisition in December, 2006 of certain computer equipment from International Business Machines Corp, (ii) evidenced by a $1,200,000 promissory note, dated June 16, 2005, made by Rotech Healthcare Inc., in favor of Florida Medical Equipment Services LLC, and (iii) consisting of the financing of insurance premiums in the ordinary course of business; (em) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the additional Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees or any of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed $1,000,000 at any one time outstanding during the term of this Agreement; (n) Indebtedness of the Borrower in the form of letters of credit in an aggregate amount that, when taken together with all other Indebtedness constituting letters of credit issued after the date of this Agreement (other than pursuant to clause (o)), does not exceed $7,000,000 in the aggregate during the term of this Agreement; and (o) Indebtedness of the Borrower in the form of letters of credit existing on the date of this Agreement and set forth on Schedule 7.02(o) in an aggregate amount that does not exceed $13,000,000 at any time outstanding not (determined by reference to exceed 15% the face amount of the Borrower’s Consolidated Net Tangible Assetssuch letters of credit), as replaced from time to time.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); (g) Guarantees by other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;one time outstanding; and (h) Guarantees of with respect to Indebtedness permitted pursuant to under this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets7.03.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $7,500,000; (d) Intercompany Indebtedness permitted under Section 7.03; (e) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary; (f) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder in an aggregate principal amount for all such Subsidiaries outstanding at any time not to exceed $5,000,000; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower; (g) Guarantees obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any Subsidiary of Indebtedness of any Loan Party provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentdefaulting party; (h) Guarantees Indebtedness under the Foreign Obligation Loan Documents in an aggregate amount not to exceed the Dollar Equivalent of Indebtedness permitted pursuant to this Section 7.02; and$15,000,000; (i) unsecured Indebtedness in respect of earn-outs, contingent liabilities in respect of any indemnification obligation, adjustments of purchase price or similar obligations owing to sellers of assets or Equity Interests to Borrower or its Subsidiaries that are incurred in connection with a Permitted Acquisition or other Indebtedness not Investment otherwise permitted pursuant hereunder; provided that (i) the aggregate principal amount of such Indebtedness shall not exceed $4,000,000 at any time outstanding and (ii) any payment of such obligations shall not be permitted if after giving effect to such payment on a Pro Forma Basis (A) a Default or Event of Default exists or would result therefrom, or (B) the foregoing clauses Loan Parties would not be in compliance with the financial covenants set forth herein, recomputed as of the end of the most recent Measurement Period; (aj) through Indebtedness in respect of letters of credit, bank guarantees or similar instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or insurance or other similar reimbursement-type obligations; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (hk) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the date hereof in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; (m) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; (n) Indebtedness consisting of the financing of insurance premiums payable within one (1) year; (o) Disqualified Stock that is exchangeable or convertible only into unsecured, subordinated Indebtedness of the Borrower that is not Guaranteed by any Subsidiary of the Borrower; (p) other Indebtedness subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent in an aggregate principal amount not to exceed $2,000,000 at any one time outstanding; and (q) other Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $10,000,000 at any time outstanding not to exceed 15% outstanding; provided that the Loan Parties are in Pro Forma Compliance with each of the Borrower’s Consolidated Net Tangible Assetsfinancial covenants set forth in Section 7.11 at the time of incurrence thereof.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume assume, suffer to exist, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable the amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) contingent obligations with respect to (i) performance guarantees and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Borrowers and their Subsidiaries and (ii) the sale of accounts receivable as permitted under Section 7.05(j); (d) Swap Contracts permitted pursuant to Section 7.02(e); (e) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations incurred to finance the acquisition, construction or improvement of fixed or capital assets (excluding real property) within the limitations set forth in Section 7.01(l); provided, however, that (i) such Indebtedness is incurred prior to or within ninety days after such acquisition or the completion of such construction or improvement and (ii) the aggregate amount of all such Indebtedness at any one time outstanding will not exceed $100,000,000; (f) endorsements for collection or deposit in the ordinary course of business; (g) unsecured Indebtedness in the form of intercompany loans made by and between the Parent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash management system maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, or Guarantees by any Subsidiary the Borrowers or their Significant Subsidiaries of Indebtedness of any Loan Party of their Subsidiaries to the extent necessary to support the normal operating activities of such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentSubsidiaries; (h) Guarantees unsecured Indebtedness in respect of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant notes issued to former employees for the foregoing clauses (a) through (h) purchase price of stock redeemed by the Parent in an aggregate principal amount at any time outstanding not to exceed 15% accordance with the stock repurchase requirements set forth in the Parent’s bylaws in effect as of the BorrowerClosing Date, (ii) notes issued in the purchase by the Parent of shares of its common stock under the repurchase rights set forth in the Parent’s Consolidated Net Tangible Assets.bylaws in effect as of the Closing Date, (iii) notes issued in the purchase by the Parent of shares of its common stock on the internal market to balance the supply and demand for common stock between sellers and buyers, and (iv) notes issued to employees or former employees upon the exercise of (or in satisfaction of) stock appreciation rights or to pay or satisfy rights under a phantom stock plan;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth in Schedule 8.03 and renewals, refinancings and extensions thereof; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Loan Parties and their Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended; (c) intercompany Indebtedness permitted under Section 8.02; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any provision exonerating the non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $10 million at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) contingent liabilities relating to customary indemnification obligations in favor of sellers and purchasers in respect of Acquisitions and Dispositions permitted hereunder; (g) Guarantees by any Subsidiary deferred purchase price obligations (including earn-out payments) in respect of Permitted Acquisitions; (h) Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed acquired or assumed in connection with an Acquisition permitted hereunder, provided that (i) the Indebtedness was not incurred in connection with or in anticipation of such Acquisition, and (ii) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis; (i) unsecured Permitted Convertible Indebtedness in an original (or notional) aggregate principal amount not to exceed $250 million, and Permitted Bond Hedge Transactions and Permitted Warrant Transactions relating thereto; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and (ii) the Borrower under this Agreement on terms shall deliver a certificate from a Responsible Officer in form and conditions detail reasonably satisfactory to the Administrative AgentAgent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis; (hj) Guarantees unsecured Indebtedness for borrowed money of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) Borrower in an aggregate principal amount not to exceed $150 million, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more restrictive, in any material respect, than the covenants, terms and conditions hereunder; (k) Guarantees with respect to Indebtedness permitted under this Section 8.03; (l) Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal bonds or similar obligations incurred in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, in each case, drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within 5 Business Days of its incurrence; (n) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of insurance premiums; provided that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (o) other Indebtedness not specified above, provided, that the principal amount of such Indebtedness does not exceed $10 million in the aggregate at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date set forth on Schedule 7.03 (and renewals, refinancings and extensions thereof); provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and 83 renewals, refinancings and extensions thereof, provided that (i) no additional Indebtedness may be incurred pursuant to this Section 7.03(e) after the Fourth Amendment Effective Date; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(g); provided that no additional Indebtedness may be incurred pursuant to this Section 7.03(f) after the Fourth Amendment Effective Date; (g) Guarantees by other unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any Subsidiary of one time outstanding; provided that no additional Indebtedness of any Loan Party may be incurred pursuant to this Section 7.03(g) after the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;Fourth Amendment Effective Date; and (h) Guarantees of with respect to Indebtedness permitted pursuant to under this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets7.03.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiarydate hereof and listed on Schedule 8.01; (c) Acquired Guarantees of any Loan Party in respect of Indebtedness otherwise permitted hereunder of any other Loan Party; provided that any Guarantee of Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such guaranteed Indebtedness; (d) Indebtedness in respect of obligations (contingent or otherwise) existing or arising under any Swap Contracts Contract, provided that (i) such obligations are (or credit support in respect thereof were) entered into by such Person in the ordinary course Ordinary Course of businessBusiness for the purpose of directly mitigating risks reasonably anticipated by such Person associated with liabilities, commitments, investments, assets, cash flows of or property held by, or changes in the value of securities issued by, such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness under a Permitted Receivables Financingarising in the Ordinary Course of Business in connection with treasury management and commercial credit card, merchant card and purchase or procurement card services including Treasury Management and Other Services; (f) any refinancingsIndebtedness in respect of Capital Leases, refundingsSynthetic Lease Obligations and purchase money obligations for Real Property and other fixed or capital assets within the limitations set forth in Section 8.02(i); provided, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided however, that the aggregate amount of all such Indebtedness is at any one time outstanding, together with the Swap Termination Value of all Swap Contracts permitted under Section 8.01(d) above, shall not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderexceed $1,000,000; (g) Guarantees Assumed Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (h) Indebtedness incurred to finance or as part of the consideration for any Permitted Acquisition; provided, that, (i) no Event of Default exists at the time of or would be caused by any Subsidiary the incurrence of such Indebtedness and (ii) such Indebtedness (A) is unsecured, (B) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (C) does not have a maturity date or require the payment in cash of any Loan Party principal (other than in respect of working capital adjustments) prior to a date later than 91 days following the Maturity Date and (D) is subordinated to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement Obligations on terms and conditions reasonably satisfactory acceptable to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) Indebtedness of Foreign Subsidiaries (other Indebtedness not otherwise permitted pursuant to than the foregoing clauses (a) through (hCanadian Borrowers) in an aggregate principal amount at any time outstanding not to exceed 151.00% of the BorrowerConsolidated Total Assets of the Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal year of the Company; (j) the endorsement of negotiable instruments from customers for deposit or collection or similar transactions in the Ordinary Course of Business; (k) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the Ordinary Course of Business in respect of workers’ compensation and other casualty 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 and other casualty claims; (l) Indebtedness incurred or arising in the Ordinary Course of Business and not in connection with the borrowing of money in respect of (i) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services, provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms; (ii) performance or payment bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar instruments or obligations disclosed to the Administrative Agent pursuant to Section 7.02(b), provided that any obligation or performance due thereunder must be satisfied upon the earlier of (x) the due date therefor and (y) within five (5) Business Days of first coming performable by the Company or its Restricted Subsidiaries, in each case unless Properly Contested; and (iii) obligations to pay insurance premiums; (m) Indebtedness representing deferred compensation to employees, consultants or independent contractors incurred in the ordinary course of business; (n) unsecured Indebtedness of (A) any Loan Party owing to any other Loan Party or any Subsidiary that is not a Loan Party (so long as such Indebtedness owing to a Subsidiary that is not a Loan Party (1) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s Consolidated Net Tangible Assetslength market rate (or amount) for similar Indebtedness, (2) does not require the payment in cash of principal (at maturity or otherwise) prior to ninety-one (91) days following the Maturity Date, and (3) is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and, to the extent in a principal amount in excess of $1,000,000, as to which at least ten (10) Business Days prior to incurrence thereof, the Borrower Agent has delivered a certificate to the Administrative Agent demonstrating compliance with each of clauses (1) through (3) above), (B) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and (C) any Subsidiary that is not a Loan Party owing to any Loan Party; provided that any such Indebtedness described in this clause which is owing to a Loan Party, shall (1) to the extent the aggregate principal amount thereof is in excess of $1,000,000, be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and pledged to the Administrative Agent on terms acceptable to it, (2) be permitted under Section 8.03(c)(iv) or (h), and (3) not be forgiven or otherwise discharged for any consideration other than payment in full in cash unless the Administrative Agent otherwise consents; (o) if approved by the Administrative Agent at its sole option, Subordinated Debt; and (p) Refinancing Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness to a Person other than a Loan Party, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiarylisted on Schedule 7.03; (c) Acquired IndebtednessGuarantees of the Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any Subsidiary; (d) Indebtedness in respect obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contracts Contract, provided that such obligations are (or credit support in respect thereof were) entered into by such Person in the ordinary course of businessbusiness for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) Attributable Indebtedness under a Permitted Receivables Financingand purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(f); (f) any refinancingsIndebtedness secured by Liens described in Sections 7.01(a), refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c), (e) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder(h); (g) Guarantees by Consolidated Priority Indebtedness in an aggregate principal amount outstanding at any Subsidiary time not to exceed 10% of Consolidated Net Worth and Tax Arrangement Priority Indebtedness in an aggregate principal amount outstanding at any time not to exceed 10% of any Loan Party Consolidated Net Worth, provided, in each case, that the Leverage Ratio (calculated on a pro-forma basis after giving effect to the incurrence of such Indebtedness) is less than 3.00 to 1.00; provided that, to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted incurred pursuant to this Section 7.027.03(g) was permitted hereunder at the time of the incurrence thereof, such Indebtedness will continue to be permitted hereunder notwithstanding a subsequent decrease in Consolidated Net Worth; andor (ih) other Indebtedness not otherwise permitted pursuant which is not Consolidated Priority Indebtedness, provided that after giving pro forma effect to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% incurrence of such Indebtedness and the Borrower’s Consolidated Net Tangible Assetsuse of proceeds thereof, no Default or Event of Default shall have occurred and be continuing.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder (each a “Permitted Refinancing”); (gc) Guarantees by of the Borrower or any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Term Loans outstanding under this Agreement Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of the Borrower or its Subsidiaries and any Indebtedness assumed in connection with such acquisition (provided that such Indebtedness is incurred within 180 days of the acquisition of such property other assets) and contingent obligations of the borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (f) Indebtedness of (i) the Borrower or any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the Borrower or any of its Subsidiaries owing to a Subsidiary which is not a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to the Administrative Agent; (g) the Founders Severance Payments; (h) Guarantees other unsecured Indebtedness, either (i) the Net Cash Proceeds of Indebtedness which are applied in accordance with Section 2.06(c) of the Existing Credit Agreement or (ii) not otherwise permitted pursuant to this Section 7.02clauses (a) through (g) above incurred by the Borrower and its Subsidiaries not to exceed $100,000 in aggregate amount at any time outstanding; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% respect of the Borrower’s Consolidated Net Tangible AssetsExisting Credit Agreement and any other Loan Documents (as defined in the Existing Credit Agreement).

Indebtedness. Permit Create, incur, assume or suffer to exist, or permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effectOutside Company) to create, incur, assume or permit suffer to exist exist, any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date and set forth in Schedule 7.03 and any refinancings, renewals and extensions thereof; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by the Borrower to a Subsidiary (i) such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) Indebtedness of the Portfolio Companies (exclusive of Indebtedness of the Portfolio Companies permitted pursuant to other clauses of this Section 7.03 that are applicable to Portfolio Companies) that does not exceed in the aggregate at any time outstanding for any Portfolio Company the greater of (x) $3,000,000 and (y) the product of (I) the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to the Administrative Agent in accordance with the terms of this Agreement times (II) 0.10 (with measurements under this clause (i) made at the time of incurrence of any such Indebtedness of the Portfolio Companies); (ii) Indebtedness consisting of obligations in respect of the deferred purchase price of property or services (other than Earn Out Obligations) in an aggregate amount not to exceed $25,000,000 at any time outstanding and (iii) Indebtedness of the Borrower that does not exceed $1,000,000 in the aggregate at any time outstanding; (f) Qualified Intercompany Debt; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent[reserved]; (h) Guarantees (i) of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Outside Company (as applicable), so long as any such guarantee is provided at the time such obligations are incurred, (ii) by the Borrower of obligations of Subsidiaries to the extent required by applicable law in an aggregate amount not to exceed $10,000,000 at any time outstanding, (iii) by the Borrower of obligations (contingent or otherwise) of Portfolio Companies existing or arising under Swap Contracts permitted by Section 7.03(d) the Swap Termination Value of which shall not exceed $5,000,000 in the aggregate for the amount guaranteed under all such Guarantees under this clause (iii), and (iv) arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.05; (i) Permitted Earn Out Obligations, provided that on the date of the incurrence of any Permitted Earn Out Obligation the aggregate amount of such Permitted Earn Out Obligation plus the aggregate amount of all then outstanding Permitted Earn Out Obligations for all Portfolio Companies shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated on a Pro Forma Basis, for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (i) the 2026 Senior Unsecured Notes; provided that the Borrower shall redeem the 2026 Senior Unsecured Notes in full on or prior to the date that is two (2) Business Days after the 2026 Redemption Date; (ii) unsecured Indebtedness of the Borrower arising under the 2029 Senior Unsecured Note Documents and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or change to the terms of such Indebtedness in connection with such refinancing shall be permitted pursuant to this under Section 7.027.12(a); and (iiii) any other unsecured Indebtedness not otherwise permitted pursuant of the Borrower; provided that (A) both before and after giving effect to the foregoing clauses incurrence of such Indebtedness and the application of the proceeds thereof, the Consolidated Total Leverage Ratio is at least 0.25 less than the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a) and the Borrower is otherwise in compliance with the financial covenants in Section 7.11, in each case on a Pro Forma Basis with such financial covenants recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and if such Indebtedness exceeds $5,000,000 the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing, (aB) through no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (hC) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (D) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (E) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; and (k) to the extent constituting Indebtedness, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case by any Portfolio Company in the ordinary course of business, in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$35,000,000.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under (i) the Loan DocumentsDocuments and (ii) the Senior Notes (and any Permitted Refinancing of the Senior Notes) in an aggregate principal amount not to exceed $775,000,000 and any Permitted Refinancing thereof; (b) Indebtedness of (i) outstanding on the Closing Date and listed on Schedule 7.03 and any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02Refinancing thereof; provided that the amount of any such Indebtedness is not increased at (including any Permitted Refinancing thereof), to the time of such refinancing, refunding, renewal or extension except extent owed by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to a Subsidiary that is not a Loan Party, shall be subordinated to the extent such Subsidiary has guaranteed the Indebtedness payment of the Borrower under this Agreement on terms and conditions Obligations in a manner reasonably satisfactory to the Administrative Agent; (hi) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor, (ii) Guarantees by any Subsidiary that is not a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary and (iii) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder by Subsidiaries that are not Loan Parties to the extent such Guarantee constitutes an Investment pursuant to this Section 7.02; and7.02(c)(iv) or 7.02(o); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business 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 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 (other Indebtedness not otherwise permitted than pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.customary netting or set-off provisions);

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Loan Parties and their Subsidiaries existing on the Closing Date and set forth in Schedule 7.03 (i) any Subsidiary owing and renewals, refinancings, and extensions thereof which do not increase the principal amount thereof and are otherwise on terms and conditions satisfactory to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryAdministrative Agent in its sole discretion); (c) Acquired Indebtednesspurchase money Indebtedness (including obligations in respect of Capital Leases but excluding Synthetic Leases) hereafter incurred by the Loan Parties or any of their Subsidiaries to finance the purchase of fixed assets, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iii) the total amount of all such Indebtedness at any time outstanding shall not exceed $500,000; (d) Indebtedness in respect obligations (contingent or otherwise) of Swap Contracts any Loan Party or credit support in respect thereof any Subsidiary existing or arising under any Hedge Agreement (including any Secured Hedge Agreement); provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of businessbusiness for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Hedge Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) intercompany Indebtedness permitted under a Permitted Receivables Financing; Section 7.02 (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02h); provided that in the amount case of the intercompany Indebtedness permitted pursuant to Section 7.02(h)(i) , such intercompany Indebtedness is not increased at evidenced by a demand note (which may cover all such intercompany Indebtedness) in form and substance satisfactory to the time of such refinancing, refunding, renewal or extension except by an amount equal Administrative Agent and pledged and delivered to a reasonable premium or other reasonable amount paidthe Administrative Agent pursuant to the Security Agreement as additional collateral security for the Obligations, and fees and expenses reasonably incurred, in connection with the obligations under such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party demand note shall be subordinated to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably Obligations in a manner satisfactory to the Administrative Agent; (f) Subordinated Indebtedness in an amount not to exceed $1,000,000 (excluding the New Seller Notes permitted in subsection (h) below) at any time outstanding; provided that such Subordinated Indebtedness (i) has a maturity date that is not earlier than the six (6) month anniversary of the Term Loan Maturity Date and (ii) by its terms, does not require amortization payments prior to the maturity thereof; (g) Guarantees with respect to Indebtedness permitted under this Section 7.03 ; (h) Indebtedness under the New Seller Notes, provided, that, at the time of the issuance of such New Seller Notes, and immediately after giving effect thereto, (i) no Default or Event of Default is outstanding or would occur as a result of the issuance thereof and (ii) such New Seller Notes are subordinate to the Obligations, pursuant to terms and conditions satisfactory to Administrative Agent. Notwithstanding anything to the contrary set forth in this subsection (h), Borrowers may issue New Seller Notes in connection with any Earnout Payment so long as such New Seller Notes are Qualified Seller Notes; (i) Indebtedness of any Person that becomes a Subsidiary after the Closing Date (renewals, refinancings, and extensions thereof which do not increase the principal amount thereof), provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and was not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) the aggregate principal amount of Indebtedness permitted pursuant to by this Section 7.02subsection shall not exceed $250,000 at any time outstanding; and (ij) other unsecured Indebtedness (not otherwise permitted pursuant to the foregoing clauses covered by (a) through (hi) above) in an aggregate principal amount not exceeding $250,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any IndebtednessIndebtedness or issue any Disqualified Equity Interest, except: (a) Indebtedness under the Loan DocumentsDocuments (including, for avoidance of doubt, Indebtedness arising pursuant to Section 2.18 of this Agreement); (b) any other Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another SubsidiaryFifth Amendment Effective Date and listed on Schedule 8.01; (c) Acquired Indebtednessany Subordinated Debt, so long as such Subordinated Debt is (i) unsecured and subject to a Subordination Agreement, and (ii) not owed to any Loan Party or Subsidiary or Affiliate thereof; (d) Guarantees of any Loan Party in respect of Indebtedness otherwise permitted hereunder of any other Loan Party; provided that any Guarantee of Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such guaranteed Indebtedness; (e) Credit Product Obligations consisting of obligations (contingent or otherwise) 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 reasonably anticipated by such Person associated with liabilities, commitments, investments, assets, cash flows of or property held by, 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; provided further that the Swap Termination Value of all Swap Contracts permitted under this clause (d) shall not exceed $250,000; (f) Indebtedness arising in the Ordinary Course of Business in connection with treasury management and commercial credit card, merchant card and purchase or procurement card services including Treasury Management and Other Services; (g) Indebtedness in respect of Swap Contracts Capital Leases, Synthetic Lease Obligations and purchase money obligations for Real Property and fixed or credit support capital assets within the limitations set forth in Section 8.02(h); provided, however, that the aggregate amount of all such Indebtedness of all Loan Parties and their Subsidiaries at any one time outstanding shall not exceed $250,000; (h) unsecured Assumed Indebtedness; provided, however, that the aggregate amount of all such Indebtedness of all Loan Parties and their Subsidiaries at any one time outstanding shall not exceed $250,000; (i) Indebtedness incurred to finance or as part of the consideration for any Permitted Acquisition; provided, that, (i) no Event of Default exists at the time of or would be caused by the incurrence of such Indebtedness and (ii) such Indebtedness (A) does not exceed, in the aggregate for all Loan Parties and their Subsidiaries, for all Permitted Acquisitions on or after the Closing Date, $250,000, (B) is unsecured, (C) bears interest (and provided for fees) at a rate (or amount) no greater than the then current arm’s length market rate (or amount) for similar Indebtedness, (D) does not require the payment in cash of principal (other than in respect thereof of working capital adjustments) prior to the Maturity Date, (E) has a maturity at least 91 days after the Maturity Date, and (F) is subordinated to the Obligations pursuant to a Subordination Agreement; (j) the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business; (k) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business in respect of workers’ compensation and other casualty 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 and other casualty claims); (l) Indebtedness incurred or arising in the Ordinary Course of Business (and not in connection with the borrowing of money) in respect of (i) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms; (ii) performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar instruments or obligations; and (iii) obligations to pay insurance premiums; (m) Indebtedness representing deferred compensation to employees, consultants or independent contractors incurred in the ordinary course of business; (en) Indebtedness surety bonds, deposits and similar obligations permitted under a Permitted Receivables FinancingSection 8.02(e) or (f); (fo) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of unsecured Indebtedness of any Loan Party owing to any other Loan Party, so long as such Indebtedness is subordinated pursuant to, and otherwise subject to, the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02Master Intercompany Note; and (ip) other Indebtedness not otherwise permitted pursuant to Refinancing Indebtedness, so long as the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible AssetsRefinancing Conditions are met with respect thereto.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.3 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary Guarantor; (d) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (including equipment) within the limitations set forth in Section 7.1(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000; (f) Indebtedness incurred by Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with Permitted Acquisitions or permitted Dispositions of any business, assets or Subsidiary of Borrower or any of its Subsidiaries; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party wholly-owned Subsidiary Guarantor to Borrower or to any other wholly-owned Subsidiary Guarantor so long as such Indebtedness is evidenced by promissory notes pledged to Agent under the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;Collateral Documents; and (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other unsecured Indebtedness not otherwise permitted pursuant to exceeding $10,000,000 in the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit The Borrower will not, nor will it permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Amendment and Restatement Effective Date and listed on Schedule 6.01 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by of the Borrower or any Subsidiary (other than an Excluded Foreign Subsidiary) in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Wholly-Owned Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary 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 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 speculative purposes; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.02(i); provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $8,000,000 and provided further that prior to the entry into any definitive document, instrument or agreement with respect to any Indebtedness in excess of $1,000,000 in respect of capital leases, Synthetic Lease Obligations or purchase money obligations for fixed capital assets within the limitations set forth in Section 6.02(i), the Borrower shall provide a copy of such definitive document, instrument or agreement to the Administrative Agent 10 Business Days prior to the incurrence thereto; (f) Indebtedness of any Loan Party to Person that becomes a Subsidiary after the extent Original Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary has guaranteed and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $500,000 at any time outstanding; (g) Indebtedness of the Borrower or any Subsidiary as an account party in respect of commercial letters of credit; (h) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under this or in connection with cash management services in the ordinary course of business; (j) Indebtedness consisting of the financing of insurance premiums payable within one (1) year; (k) Indebtedness of Borrower or any Subsidiary owed to Weichai or any Subsidiary of Weichai or Indebtedness of any Subsidiary owed to Borrower or Indebtedness of one Subsidiary owed to another Subsidiary; provided that, in each case, such Indebtedness is (i) unsecured, (ii) subordinated to the Obligations pursuant to a Intercompany Subordination Agreement on terms in a form and conditions substance reasonably satisfactory to the Administrative AgentAgent and (iii) a copy of the instrument or agreement, if any, that will evidence such Indebtedness has been provided to the Administrative Agent 5 Business Days prior to the incurrence thereto; and provided further that in the case of any Indebtedness owed by a Excluded Foreign Subsidiary to a Loan Party, such Indebtedness does not exceed $100,000 at any time outstanding; (hl) Guarantees of unsecured Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not exceeding $5,000,000 at any time outstanding not outstanding; and (m) Indebtedness of Borrower owed to exceed 15% of Weichai America under the Borrower’s Consolidated Net Tangible AssetsCommitted Shareholder Loan Agreement as in effect on the date hereof.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (ioutstanding on the date hereof and listed on Schedule 7.02(b) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Disclosure Letter and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; (c) Indebtedness in respect of (x) Capitalized Leases and Synthetic Lease Obligations and (y) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(l); provided, however, that the aggregate amount of all such Indebtedness under this clause (c) at any one time outstanding shall not exceed $50,000,000; (d) unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Loan Party; (f) the unsecured Convertible Notes outstanding on the date hereof and any Permitted Convertible Note Refinancing thereof; (g) Guarantees guarantees (i) by any Loan Party of Indebtedness of any Excluded Subsidiary to the extent such guarantees constitute Investments subject to the limitations of Section 7.03, (ii) by any Excluded Subsidiary of Indebtedness of any Loan Party to other Excluded Subsidiary, and (iii) by any Subsidiary of the extent such Subsidiary has guaranteed the Borrower of Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentor any other Loan Party; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to The Borrower shall not create, incur, assume assume, cause, permit or permit suffer to exist or remain outstanding, any Indebtedness, exceptexcept for: (ai) Indebtedness under owed by the Loan DocumentsBorrower to the Bank; (bii) Indebtedness in existence as of (i) any Subsidiary owing the March 31, 2002 as set forth on consolidated unaudited Consolidated financial statements of the Borrower as of March 31, 2002 previously delivered to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryBank; (ciii) Acquired IndebtednessIndebtedness incurred by the Borrower under the Canadian Bank Guarantee; (div) Indebtedness incurred by the Borrower under the Prudential Guarantee; (v) unsecured accounts payable and accrued liabilities owed to Persons other than an Affiliate which are incurred in respect the normal course of Swap Contracts business and accrued and unfunded pension benefits; (vi) deferred revenue classified as a liability; (vii) deferred taxes; (viii) unsecured Indebtedness arising under one or credit support more outstanding judgements being appealed in respect thereof entered into good faith (except where their existence would give rise to an Event of Default); (ix) Capitalized Lease Obligations and Indebtedness secured by purchase money security interests in an aggregate amount outstanding at any time not greater than Cdn.$5,000,000 (or its US Dollar equivalent); (x) any unsecured Indebtedness as endorsee under negotiable instruments received in payment of accounts receivable and endorsed for deposit in the ordinary course of business; (exi) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions unsecured indemnities incurred in the ordinary course of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02business; and (ixii) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible AssetsPermitted Intercompany Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to Incur, create, incurassume, assume become or be liable in any manner with respect to, or permit to exist exist, any IndebtednessIndebtedness of any Credit Party or any Restricted Subsidiary, except: except for any of the following: (a) Indebtedness under the Loan Documents; Obligations; (b) Indebtedness (including Capitalized Lease Obligations) to finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of property (ireal or personal) or equipment (whether through the direct purchase of assets or the capital stock of any Subsidiary owing Person owning such assets) that, when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to the Borrowerthis clause (b), or (ii) in any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Fiscal Year together with any Refinancing Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (v) below, does not exceed $20,000,000 (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); (c) trade obligations and normal accruals made in accordance with IFRS or GAAP, as applicable, in the Ordinary Course of Business not yet due and payable, or with respect to which such Credit Party or such Restricted Subsidiary is contesting in good faith the amount or validity thereof by appropriate proceedings, and then only to the extent that such Credit Party or such Restricted Subsidiary has set aside on its books adequate reserves therefor, if appropriate under IFRS or GAAP, as applicable; (d) Indebtedness existing on Fourth Restatement Closing Date (other than Indebtedness described in clause (a) of this Section 7.028.2); (e) unsecured intercompany Indebtedness arising from loans made by any Credit Party to any Restricted Subsidiary, provided, however, that such Indebtedness shall be evidenced by promissory notes having terms reasonably satisfactory to the Collateral Agent (the terms of the Intercompany Note in effect as of the Fourth Restatement Closing Date shall be deemed satisfactory to the Collateral Agent) and delivered to the Collateral Agent in accordance with the Security Agreement; (f) Indebtedness arising from endorsing negotiable instruments for collection in the Ordinary Course of Business; (g) obligations (including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary in the Ordinary Course of Business; (h) Indebtedness to the extent (and without duplication) constituting Investments made by the Credit Parties as expressly permitted under Section 8.5, but subject to clause (n) of this Section 8.2 (below); (i) Indebtedness arising from the honoring by a bank or other financing 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; (j) to the extent constituting Indebtedness, Indebtedness incurred in the Ordinary Course of Business in connection with the financing of unpaid insurance premiums (not in excess of one year’s premiums); (k) Contingent Obligations (i) arising from indemnification obligations, purchase price adjustments or similar obligations in favor of Holders in connection with Dispositions expressly permitted hereunder, (ii) arising from indemnification obligations in favor of directors, managers, employees and officers incurred in the Ordinary Course of Business and expressly permitted hereunder, (iii) constituting guaranties, endorsement or other liabilities incurred in the Ordinary Course of Business in respect of obligations of (or to) suppliers, lessors and licensees, (iv) arising under indemnity agreements to title insurers to cause such title insurer to issue title insurance policies, or (v) of the Credit Parties or any Restricted Subsidiary in respect of guarantees of Indebtedness otherwise permitted under this Agreement of another Credit Party; (l) Indebtedness representing any Tax payment obligations to the extent such Taxes are being contested by a Credit Party in good faith by appropriate proceedings and adequate reserves are being maintained in accordance with IFRS or GAAP, as applicable; (m) Indebtedness subject to a Subordination Agreement; (n) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof, provided that such Indebtedness exists at the time such Person becomes a Restricted Subsidiary, is not created in contemplation of, or in connection with, such Person becoming a Restricted Subsidiary, and provided further, that the incurrence of such Indebtedness by an existing Credit Party or Restricted Subsidiary would have been permitted before such new Restricted Subsidiary became a Restricted Subsidiary; (o) Indebtedness incurred by any ▇▇▇▇▇▇ Subsidiary (and any Permitted Lien on capital stock of any ▇▇▇▇▇▇ Subsidiary), which when aggregated with the principal amount of all other Indebtedness, then outstanding and incurred pursuant to this clause (o), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (v) below, does not exceed at any one time the Permitted ▇▇▇▇▇▇ Indebtedness Amount as of the date such Indebtedness is incurred (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); (p) Tranche 4 Notes; (q) Indebtedness constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the Ordinary Course of Business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental law or permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; (r) Indebtedness arising from agreements providing for indemnification, adjustment of acquisition or purchase price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any Investments or any acquisition or disposition of any business, assets or a Subsidiary not prohibited by this Agreement; (s) unsecured Indebtedness up to an aggregate principal amount outstanding at the time of incurrence that does not exceed an amount equal to $250,000,000; (t) other Indebtedness in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness, then outstanding and incurred pursuant to this clause (t), together with any Refinancing Indebtedness in respect thereof incurred pursuant to clause (v) below, does not exceed at any one time outstanding $15,000,000 as of the date such Indebtedness is incurred (plus, in the case of any Refinancing Indebtedness, the Additional Refinancing Amount); (u) any guarantee of Indebtedness (and obligations in respect thereof) of the Company or any Restricted Subsidiary so long as the incurrence of such Indebtedness is permitted under the terms of this Agreement; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Obligations, any such guarantee with respect to such Indebtedness shall be subordinated in right of payment to the Obligations substantially to the same extent as such Indebtedness is subordinated to the Obligations; (v) Indebtedness that serves to refund, refinance or defease any Indebtedness incurred as permitted under clauses (b), (d), (m), (n), (o), (t) and (v) of this Section 8.2 up to the outstanding principal amount of such Indebtedness, plus any additional Indebtedness, incurred to pay premiums (including tender premiums), accrued and unpaid interest, interest paid-in-kind, expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (1) 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, refinanced or defeased; (2) to the extent such Refinancing Indebtedness refinances Indebtedness junior to the Obligations, such Refinancing Indebtedness is junior to the Obligations; (3) shall not include (w) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of the Company or a Guarantor, or (x) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; (y) Regulatory Convertible Indebtedness in an aggregate amount outstanding at any time not to exceed $50,000,000; and (z) Indebtedness incurred directly or indirectly to sellers of property, assets or Equity Interests in transactions permitted by this Agreement. For purposes of determining compliance with this Section 8.2, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in this Section 8.2, then the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 8.2. Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness for purposes of this Section 8.2. Guaranties of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such Guaranty or letter of credit, as the case may be, was in compliance with this Section 8.2. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably was incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; the case of term debt, or first committed or first incurred (g) Guarantees by any Subsidiary whichever yields the lower U.S. dollar equivalent), in the case of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed revolving credit debt. However, if the Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the Borrower under this Agreement on terms and conditions reasonably satisfactory refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsrefinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(h); provided, however, (i) that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed Twenty Five Million Dollars ($25,000,000); (d) Indebtedness of the Borrower or a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to the extent owed to a Loan Party and required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) with respect to Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party on subordination terms reasonably acceptable to the Administrative Agent, and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) subject to Section 7.03, Guarantees in respect of Indebtedness otherwise permitted hereunder; (f) Indebtedness of any Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or that becomes a Subsidiary of the Company after the date hereof in a transaction permitted hereunder in an aggregate principal amount not to exceed Fifteen Million Dollars ($15,000,000); provided that (i) such Indebtedness was not incurred solely in contemplation of such merger, consolidation or Investment, and (ii) the Loan Parties are in Pro Forma Compliance with the financial covenants set forth in Section 7.11; (g) Guarantees by obligations (contingent or otherwise) existing or arising under any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentSwap Contract that is not speculative in nature; (h) Indebtedness of the Borrower or any Subsidiary owed in any foreign jurisdiction in an aggregate amount not to exceed at any time the Dollar Equivalent of Forty Million Dollars ($40,000,000) and Guarantees by the Borrower or any Subsidiary of such Indebtedness; (i) Indebtedness incurred by the Company or any of its Subsidiaries in an Investment permitted pursuant hereunder or any Disposition, in each case to this Section 7.02the extent constituting indemnification of obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (j) Indebtedness in respect of judgments or awards to the extent not resulting in an Event of Default; (k) commercial letters of credit issued on behalf of Foreign Subsidiaries; (l) to the extent constituting Indebtedness, deferred compensation payable to directors, officers or employees of the Borrower and the Subsidiaries; (m) cash management obligations and Indebtedness incurred by the Company or any Subsidiary in respect of netting services, overdraft protections and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management and deposit accounts and not involving the borrowing of money; (n) Indebtedness arising from the financing of insurance premiums with the applicable insurance company or an Affiliate thereof; and (io) so long as no Default has occurred and is continuing or would result from the incurrence of such Indebtedness, other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed Thirty Five Million Dollars ($35,000,000) at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) consolidating inter-company Indebtedness among the Borrower and its Subsidiaries, but in the case of Indebtedness of any Loan Party Non-Guarantor Subsidiary, only to the extent permitted by clause (b) of Section 7.02; (f) the Subordinated Indebtedness; (g) Indebtedness (including loans and letters of credit) denominated in a currency other than Dollars, but only to the extent and in the amount of Credit Extensions in such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to currency that have been refused by the Administrative Agent;, the Required Lenders or the L/C Issuer, as applicable, pursuant to Section 4.02(d); and (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed 10% of the Consolidated Net Worth (measured as of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01 prior to the date such Indebtedness is created, incurred or assumed) at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except:: 122 13608890v113608890v4 (a) Indebtedness under the Loan Documents; ; (b) Indebtedness of the Borrowers and their Subsidiaries set forth in Schedule 8.03 (i) any Subsidiary owing and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02applicable debtor(s); provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing or extension except by an amount equal to extension); (c) intercompany Indebtedness; provided that if such Indebtedness is owing from a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to a non-Loan Party, such Indebtedness is unsecured; (d) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the extent ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or Property held or reasonably anticipated by such Subsidiary has guaranteed Person, or changes in the Indebtedness 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 Borrower under this Agreement non-defaulting party from its obligation to make payments on terms and conditions reasonably satisfactory outstanding transactions to the Administrative Agent; defaulting party; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; ande) (i) other Indebtedness not otherwise permitted obligations of any Borrower or any Subsidiary under surety bonds provided in the ordinary course of business (and indemnity and reimbursement obligations related thereto), (ii) obligations of the Company and its Subsidiaries under the Surety Credit Documents, and (iii) obligations of any Subsidiary of the Company (including any Person with which such Subsidiary is merged or consolidated pursuant to the foregoing clauses applicable Permitted Acquisition or other Investment permitted by this Agreement) that in either case is acquired subsequent to the Closing Date pursuant to a Permitted Acquisition or other Investment permitted by this Agreement with respect to any surety bonds in existence at the time of the applicable Permitted Acquisition or other Investment; provided that such surety bonds (ax) through were provided in the ordinary course of business or (hy) are released or replaced with surety bonds issued pursuant to the Surety Credit Documents, or pursuant to any Foreign Surety Credit Documents, or replaced with surety bonds provided in the ordinary course of business, within two hundred twenty-five (225) days of the date of such Permitted Acquisition or other Investment; (f) purchase money Indebtedness (including obligations and Attributable Indebtedness in respect of Finance Leases or Synthetic Leases) hereafter incurred by any Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $250,000,000 at any one time outstanding outstanding; (ii) such Indebtedness when incurred shall not to exceed 15% the purchase price of the Borrower’s Consolidated Net Tangible Assets.asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (g) any other unsecured Indebtedness; provided that (i) immediately after giving effect to the incurrence of any such unsecured Indebtedness the Loan Parties will be in compliance with the financial covenants set forth in Section 8.11 and (ii) the aggregate principal amount of all such unsecured Indebtedness incurred by Domestic Subsidiaries of the Company (other than Indebtedness of any Person existing at the time such Person becomes a Subsidiary or at the time such Person is merged with or into the Company or any Subsidiary, in each case, after the Sixth Amendment Effective Date; provided, that, such 123 13608890v113608890v4

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrowerdate hereof and listed on Schedule 6.03, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of Indebtedness business for the purpose of any Loan Party to directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the extent value of securities issued by such Subsidiary has guaranteed the Person, and not for purposes of speculation or taking a “market view;” (d) unsecured Indebtedness of the Borrower under this Agreement on terms Company and conditions reasonably satisfactory to any other Loan Party (including, without limitation, the Administrative AgentSenior Notes); (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other unsecured Indebtedness of any Subsidiary of the Company that is not otherwise permitted pursuant to the foregoing clauses a Loan Party and (aii) through secured Indebtedness (hincluding Attributable Indebtedness in respect of capital leases, Synthetic Lease Obligations and Permitted Receivables Purchase Facilities and Indebtedness in respect of purchase money obligations for fixed or capital assets) of Subsidiaries that are not Loan Parties, in an aggregate outstanding principal amount not to exceed at any time outstanding not to exceed 1512.5% of Consolidated Total Assets as of the Borrower’s Consolidated Net Tangible Assets.end of the preceding fiscal year;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume assume, suffer to exist, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable the amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) contingent obligations with respect to (i) performance guarantees and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Borrowers and their Subsidiaries and (ii) the sale of accounts receivable as permitted under Section 7.05(j); (d) Swap Contracts permitted pursuant to Section 7.02(e); (e) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations incurred to finance the acquisition, construction or improvement of fixed or capital assets (excluding real property) within the limitations set forth in Section 7.01(l); provided, however, that (i) such Indebtedness is incurred prior to or within ninety days after such acquisition or the completion of such construction or improvement and (ii) the aggregate amount of all such Indebtedness at any one time outstanding will not exceed $100,000,000; (f) endorsements for collection or deposit in the ordinary course of business; (g) unsecured Indebtedness in the form of intercompany loans made by and between the Parent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash management system maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, or Guarantees by any Subsidiary the Borrowers or their Significant Subsidiaries of Indebtedness of any Loan Party of their Subsidiaries to the extent necessary to support the normal operating activities of such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentSubsidiaries; (h) Guarantees unsecured Indebtedness in respect of (i) notes issued to former employees for the purchase price of stock redeemed by Parent in accordance with the stock repurchase requirements set forth in Parent’s bylaws in effect as of the Closing Date, (ii) notes issued in the purchase by the Parent of shares of its common stock under the repurchase rights set forth in Parent’s bylaws in effect as of the Closing Date, (iii) notes issued in the purchase by Parent of shares of its common stock on the internal market to balance the supply and demand for common stock between sellers and buyers, and (iv) notes issued to employees or former employees upon the exercise of (or in satisfaction of) stock appreciation rights or to pay or satisfy rights under a phantom stock plan; (i) Indebtedness of Parent resulting from the private placement of long-term senior unsecured notes; provided, however, Parent will be required to provide evidence satisfactory to Required Lenders that (i) the obligations arising under such long-term senior unsecured notes rank pari passu or junior in right of payment to the Obligations under this Agreement and the other Loan Documents and (ii) on a pro forma basis, after giving effect to the issuance of the long-term senior unsecured notes, no Default or Event of Default will exist and that the Borrowers will remain in compliance with each of the financial covenants set forth in Section 7.14 upon the occurrence of an additional $1.00 of Indebtedness; (j) Indebtedness in respect of accounts payable and accrued expenses incurred in the ordinary course of business which in the aggregate could not reasonably be expected to cause a Material Adverse Change; (k) Indebtedness arising from judgments not constituting an Event of Default under Section 8.01(h); (l) Indebtedness assumed in connection with Permitted Acquisitions to the extent permitted pursuant to clause (e) of the definition of “Permitted Acquisitions” and to the extent the Liens securing such Indebtedness (if any) are permitted under Section 7.01(j); (m) Earnouts incurred in connection with Permitted Acquisitions; (n) Indebtedness and all commitments to incur Indebtedness incurred by Significant Subsidiaries that are Foreign Subsidiaries in currencies other than Dollars in an aggregate amount not to exceed the Dollar Equivalent of $100,000,000 at any one time outstanding or committed (“Foreign Indebtedness”), including Guarantees by any Borrower or Significant Subsidiary of Foreign Indebtedness, in each case so long as (i) no Event of Default has occurred and is continuing or will occur as a result of the incurrence or Guarantee of such Foreign Indebtedness and (ii) prior to the closing of any financing transaction involving the incurrence or commitments to incur Foreign Indebtedness in excess of an aggregate amount of the Dollar Equivalent of $25,000,000, the Administrative Borrower, on behalf of the Borrowers, will deliver to Administrative Agent drafts of the material loan documentation related to such Foreign Indebtedness in substantially final form; (o) to the extent the Administrative Borrower, on behalf of the Borrowers, requests the issuance of a Credit pursuant to Section 2.04 and no L/C Issuer is able or willing to issue such Credit under this Agreement, whether because the issuance of such Credit in accordance with the conditions of Section 7.022.04 or otherwise, the Borrowers may request banks and other issuers of letters of credit or Bank Undertakings to issue such requested Credit up to aggregate amount available and undrawn or drawn and unreimbursed at any time for all such Credits issued other than under this Agreement of up to a Dollar Equivalent of $50,000,000 (exclusive of fluctuations in foreign exchange rates after the date of issuance); (p) Indebtedness of any Borrower or any Significant Subsidiary secured only by a mortgage or deed of trust on real property owned by such Borrower or Subsidiary in the aggregate principal amount for all such mortgage financings of the Borrowers and their Subsidiaries not to exceed $50,000,000 outstanding at any time; and (iq) in addition to the other Indebtedness not otherwise permitted pursuant to under this Section 7.03, unsecured Indebtedness of Parent and any of its Subsidiaries, taken together, in the foregoing clauses (a) through (h) in an aggregate principal amount outstanding at any time outstanding not to exceed 15% $75,000,000 and ranking pari passu or junior in right of payment to the Borrower’s Consolidated Net Tangible Assets.Obligations under this Agreement and the other Loan Documents

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under this Agreement any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on terms and conditions reasonably satisfactory outstanding transactions to the Administrative Agentdefaulting party; (hd) Guarantees Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money Indebtedness for fixed or capital assets within the limitations set forth in Section 7.01(i); [provided that the aggregate amount of (i) all purchase money Indebtedness for fixed or capital assets that may be incurred by the Borrower or any of its then existing Subsidiaries in any fiscal year of the Borrower shall not exceed One Hundred Thousand Dollars ($100,000.00); and (ii) all Indebtedness in respect of capital leases and Synthetic Lease Obligations to finance the acquisition of fixed or capital assets incurred by the Borrower or any of its then existing Subsidiaries in any fiscal year shall not exceed One Hundred Thousand Dollars ($100,000.00);] (e) Indebtedness arising as a consequence of Investments pursuant to Section 7.02(c) or Section 7.02(g); provided that the foregoing shall not permit, in the case of Investments otherwise permitted pursuant to this Section 7.027.02(g), any Indebtedness incurred in anticipation of any such Investment, including any Acquisition (including the Specified Acquisition); and (f) Indebtedness incurred in the Ordinary Course of Business in connection with (i) securing the performance of bids, trade contracts (other Indebtedness than for borrowed money), and statutory obligations, (ii) obligations on surety and appeal bonds, and (iii) other obligations of a like nature incurred in the Ordinary Course of Business, in each of the foregoing cases to the extent not otherwise permitted pursuant to prohibited by the foregoing clauses (a) through (h) in an aggregate principal amount at terms of any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible AssetsLoan Document.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) i. Indebtedness under the Loan Documents; (bCredit Agreement and refinancings thereof permitted by Section 6.28(o) Indebtedness below in an aggregate principal amount not to exceed $522,500,000 minus the cumulative aggregate amount of (i) all permanent reductions in the maximum commitment amount in respect of any Subsidiary owing revolving credit facility thereunder (including pursuant to Section 2.06(b)(iii) of the Borrower, or Credit Agreement) and (ii) any Subsidiary owing to another Subsidiary; all scheduled amortization payments and all mandatory prepayments of term loans under the Credit Agreement (c) Acquired Indebtedness; (d) Indebtedness including mandatory prepayments in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of businessasset sales and excess cash flow); ii. Indebtedness outstanding on the date hereof (eother than under the Credit Agreement) Indebtedness under a Permitted Receivables Financing; (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing financing and by an amount equal to any existing commitments unutilized thereunder; (g) iii. Guarantees by of the Company or any Subsidiary Guarantor in respect of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness otherwise permitted hereunder of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative AgentCompany or any Guarantor; iv. Obligations (hcontingent or otherwise) Guarantees of Indebtedness permitted pursuant to this Section 7.02the Company or any Guarantor existing or arising under any Swap Contract; and provided, that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation 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 (other Indebtedness not otherwise permitted than pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.customary netting or set-off provisions);

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that (i) the amount of such Indebtedness to be refinanced, refunded, renewed or extended is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) any such refinancing, refunding, renewal or extension of Indebtedness that is subordinated to the Obligations shall continue to be subordinated to the Obligations on terms no less favorable to the Lenders than the terms of such Indebtedness to be refinanced, refunded, renewed or extended; (c) Guarantees of any Loan Party in respect of Indebtedness of any other Loan Party otherwise permitted hereunder; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(h); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000; (f) Indebtedness of any Person existing at the time such Person is acquired or merged into or consolidated with any Loan Party to the extent such acquisition, merger or consolidation is otherwise permitted hereunder and any refinancings, refundings, renewals or extensions thereof; provided that (i) any Liens in respect of such Indebtedness are otherwise permitted under Section 7.01(i), (ii) such Indebtedness is not incurred in anticipation or contemplation of such acquisition, merger or consolidation and (iii) with respect to any refinancings, refundings, renewals or extensions, the amount of such Indebtedness to be refinanced, refunded, renewed or extended is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of secured Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed $25,000,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.outstanding;

Indebtedness. Permit The Borrower will not, nor will it permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Amendment and Restatement Effective Date and listed on Schedule 6.01 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by of the Borrower or any Subsidiary (other than an Excluded Foreign Subsidiary) in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Wholly-Owned Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary 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 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 speculative purposes; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.02(i); provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $8,000,000 and provided further that prior to the entry into any definitive document, instrument or agreement with respect to any Indebtedness in excess of $1,000,000 in respect of capital leases, Synthetic Lease Obligations or purchase money obligations for fixed capital assets within the limitations set forth in Section 6.02(i), the Borrower shall provide a copy of such definitive document, instrument or agreement to the Administrative Agent 10 Business Days prior to the incurrence thereto; (f) Indebtedness of any Loan Party to Person that becomes a Subsidiary after the extent Original Closing Date; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary has guaranteed and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $500,000 at any time outstanding; (g) Indebtedness of the Borrower or any Subsidiary as an account party in respect of commercial letters of credit; (h) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) Indebtedness (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under this or in connection with cash management services in the ordinary course of business; (j) Indebtedness consisting of the financing of insurance premiums payable within one (1) year; (k) Indebtedness of Borrower or any Subsidiary owed to Weichai or Indebtedness of any Subsidiary owed to Borrower or Indebtedness of one Subsidiary owed to another Subsidiary; provided that, in each case, such Indebtedness is (i) unsecured, (ii) subordinated to the Obligations pursuant to a Intercompany Subordination Agreement on terms in a form and conditions substance reasonably satisfactory to the Administrative AgentAgent and (iii) a copy of the instrument or agreement, if any, that will evidence such Indebtedness has been provided to the Administrative Agent 5 Business Days prior to the incurrence thereto; and provided further that in the case of any Indebtedness owed by a Excluded Foreign Subsidiary to a Loan Party, such Indebtedness does not exceed $100,000 at any time outstanding; (hl) Guarantees of unsecured Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not exceeding $5,000,000 at any time outstanding not outstanding; and (m) Indebtedness of Borrower owed to exceed 15% of Weichai America under the Borrower’s Consolidated Net Tangible AssetsCommitted Shareholder Loan Agreement as in effect on the date hereof.

Indebtedness. Permit The Borrower will not, nor will it permit any [Material] Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) : Indebtedness under the Loan Documents; (b) ; Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof [and listed on Schedule [6.01]] and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; ; Guarantees of the Borrower or any [Material] Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any [Wholly-Owned] Subsidiary]; obligations (gcontingent or otherwise) Guarantees of the Borrower or any [Material] Subsidiary 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 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 speculative purposes; Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.02(h); provided that the aggregate amount of all such Indebtedness at any Subsidiary of time outstanding shall not exceed $[______]; Indebtedness of any Loan Party to Person that becomes a [Material] Subsidiary after the extent date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a [Material] Subsidiary has guaranteed and is not created in contemplation of or in connection with such Person becoming a [Material] Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $[____] at any time outstanding; Indebtedness of the Borrower under this Agreement on terms or any [Material] Subsidiary as an account party in respect of commercial letters of credit; Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and conditions reasonably satisfactory completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the Administrative Agent; (h) Guarantees ordinary course of business; Indebtedness permitted pursuant to this Section 7.02; and (i) resulting from a bank or other financial institution honoring a check, draft or similar instrument in the ordinary course of business or (ii) arising under or in connection with cash management services in the ordinary course of business; Indebtedness not otherwise permitted pursuant to consisting of the foregoing clauses financing of insurance premiums payable within one (a1) through (h) year; and [unsecured] Indebtedness in an aggregate principal amount not exceeding $[____] at any time outstanding outstanding.65 . The Borrower will not, nor will it permit any [Material] Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: Liens existing on the date hereof [and listed on Schedule [6.02]] and any renewals or extensions thereof, provided that (i) the property covered thereby is not to exceed 15% changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.01(b), (iii) the direct or any contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the Borrowerobligations secured or benefited thereby is permitted by Section 6.01(b); Liens for Taxes not yet due or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Consolidated Net Tangible Assetsor other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; pledges or deposits in the ordinary course of business in connection with (i) workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA, and (ii) public utility services provided to the Borrower or a Subsidiary; deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the aggregate, are not substantial in amount, and that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person, and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries; Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(j); Liens securing Indebtedness permitted under Section 6.01(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) that are customary in the banking industry; any interest or title of a lessor, sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the ordinary course of business; leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries, or (ii) secure any Indebtedness; [and] Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business[.] [; and] [Liens securing Indebtedness and other obligations in an aggregate amount not exceeding $[____] at any time outstanding].66

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Loan Documentsordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates 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; (b) Indebtedness under the Second Lien Credit Agreement in an aggregate principal amount of not more than $150,000,000 (i) any Subsidiary owing to plus the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect aggregate amount of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness all incremental term loans incurred pursuant to clause (cSection 2.14 of the Second Lien Credit Agreement) of this Section 7.02at any time and refinancings, repricing, amendments, amendments and restatements, waivers, modifications and/or renewals thereof in compliance with the Intercreditor Agreement; provided that that, in the case of any replacement or refinancing after the date hereof, (x) the Second Lien Administrative Agent shall enter into the Intercreditor Agreement with the Administrative Agent, (y) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, accrued and unpaid interest in respect of the Indebtedness being repaid and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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, and (z) the Second Lien Loan Documents shall not include any provisions, terms or conditions that would not be permitted, under Section 5.3of the Intercreditor Agreement, in any amendment of the Second Lien Loan Documents; (c) Indebtedness of a Subsidiary of Holdings owed to Holdings or a wholly owned Subsidiary of Holdings, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, and (ii) be otherwise permitted under the provisions of Section 7.03; (d) Indebtedness under the Loan Documents; (e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing thereof; (f) Guarantees of Holdings or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly owned Subsidiary; (g) Guarantees by Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentone time outstanding shall not exceed $20,000,000; (h) Guarantees Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(h), which Indebtedness permitted pursuant to this Section 7.02; andis existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower) and any Permitted Refinancing thereof; (i) Indebtedness of Holdings and its Subsidiaries (i) assumed in connection with any Permitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (ii) owed to the seller of any property acquired in a Permitted Acquisition on an unsecured subordinated (relative to the Loan Documents) basis and any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of Holdings and its Subsidiaries incurred in the ordinary course of business; (k) Indebtedness incurred by Holdings or its Subsidiaries in a Permitted Acquisition or Disposition under agreements providing for indemnification; (l) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (m) Indebtedness incurred by Holdings or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness not otherwise permitted pursuant with respect to similar reimbursement type obligations; provided that upon the foregoing clauses drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (an) through Indebtedness of CFCs owed to Holdings or any Subsidiary of Holdings incurred in the ordinary course of business and substantially consistent with past practice; (ho) unsecured Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; and (p) to the extent constituting Indebtedness, contingent obligations under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case incurred in the ordinary course of business and not in connection with debt for borrowed money. It is understood and agreed that any Indebtedness borrowed in a foreign currency shall continue to be permitted under this Section 7.02, notwithstanding any fluctuation in the Dollar amount of such Indebtedness, as long as the outstanding principal balance of such Indebtedness (denominated in its original currency) does not exceed the maximum amount of such Indebtedness (denominated in such currency) permitted to exceed 15% of be outstanding on the Borrower’s Consolidated Net Tangible Assetsdate such Indebtedness was incurred.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates 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; (b) Indebtedness under the First Lien Credit Agreement in an aggregate principal amount not to exceed $425,000,000; (c) Indebtedness of a Subsidiary of Holdings owed to Holdings or a wholly owned Subsidiary of Holdings, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, and (ii) be otherwise permitted under the provisions of Section 7.03; (d) Indebtedness under the Loan Documents; (be) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing thereof; (f) Guarantees of Holdings or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly owned Subsidiary; (g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $24,000,000; (h) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(h), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower) and any Permitted Refinancing thereof; (i) Indebtedness of Holdings and its Subsidiaries (i) assumed in connection with any Subsidiary owing to the BorrowerPermitted Acquisition, provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (ii) owed to the seller of any Subsidiary owing property acquired in a Permitted Acquisition on an unsecured subordinated (relative to another Subsidiarythe Loan Documents) basis and any Permitted Refinancing thereof; (c) Acquired Indebtedness; (dj) Indebtedness in respect representing deferred compensation to employees of Swap Contracts or credit support in respect thereof entered into Holdings and its Subsidiaries incurred in the ordinary course of business; (ek) Indebtedness under incurred by Holdings or its Subsidiaries in a Permitted Receivables FinancingAcquisition or Disposition under agreements providing for indemnification; (f1) any refinancingsIndebtedness in respect of netting services, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, overdraft protections and fees and expenses reasonably incurred, similar arrangements in each case in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderdeposit accounts; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.

Indebtedness. Permit Create, incur, assume or suffer to exist, or permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effectOutside Company) to create, incur, assume or permit suffer to exist exist, any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the Closing Date and set forth in Schedule 7.03 and any refinancings, renewals and extensions thereof; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by the Borrower to a Subsidiary (i) such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) Indebtedness of the Portfolio Companies (exclusive of Indebtedness of the Portfolio Companies permitted pursuant to other clauses of this Section 7.03 that are applicable to Portfolio Companies) that does not exceed in the aggregate at any time outstanding for any Portfolio Company the greater of (x) $4,000,000 and (y) the product of (I) the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to the Administrative Agent in accordance with the terms of this Agreement times (II) 0.10 (with measurements under this clause (i) made at the time of incurrence of any such Indebtedness of the Portfolio Companies); (ii) Indebtedness consisting of obligations in respect of the deferred purchase price of property or services (other than Earn Out Obligations) in an aggregate amount not to exceed $25,000,000 at any time outstanding and (iii) Indebtedness of the Borrower that does not exceed $2,000,000 in the aggregate at any time outstanding; (f) Qualified Intercompany Debt; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent[reserved]; (h) Guarantees (i) of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Outside Company (as applicable), so long as any such guarantee is provided at the time such obligations are incurred, (ii) by the Borrower of obligations of Subsidiaries to the extent required by applicable law in an aggregate amount not to exceed $12,500,000 at any time outstanding, (iii) by the Borrower of obligations (contingent or otherwise) of Portfolio Companies existing or arising under Swap Contracts permitted by Section 7.03(d) the Swap Termination Value of which shall not exceed $7,500,000 in the aggregate for the amount guaranteed under all such Guarantees under this clause (iii), and (iv) arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.05; (i) Permitted Earn Out Obligations, provided that on the date of the incurrence of any Permitted Earn Out Obligation the aggregate amount of such Permitted Earn Out Obligation plus the aggregate amount of all then outstanding Permitted Earn Out Obligations for all Portfolio Companies shall not exceed an amount equal to 20% of Consolidated EBITDA, calculated on a Pro Forma Basis, for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (i) unsecured Indebtedness of the Borrower arising under the 2029 Senior Unsecured Notes and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or change to the terms of such Indebtedness in connection with such refinancing shall be permitted pursuant under Section 7.12(a); (ii) unsecured Indebtedness of the Borrower arising under the 2032 Senior Unsecured Notes and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to this customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or change to the terms of such Indebtedness in connection with such refinancing shall be permitted under Section 7.027.12(a); and (iiii) any other unsecured Indebtedness not otherwise permitted pursuant of the Borrower; provided that (A) both before and after giving effect to the foregoing clauses incurrence of such Indebtedness and the application of the proceeds thereof, the Consolidated Total Leverage Ratio is at least 0.25 less than the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a) and the Borrower is otherwise in compliance with the financial covenants in Section 7.11, in each case on a Pro Forma Basis with such financial covenants recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and if such Indebtedness exceeds $7,500,000 the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing, (aB) through no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (hC) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (D) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (E) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are not materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; and (k) to the extent constituting Indebtedness, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case by any Portfolio Company in the ordinary course of business, in an aggregate principal amount at any time outstanding not to exceed 15% of $35,000,000. (l) to the Borrower’s Consolidated Net Tangible Assetsextent constituting Indebtedness, Investments in Lugano Diamonds and Lugano Buyer permitted under Section 7.02(q); and (m) to the extent constituting Indebtedness, Investments in the Lugano Entities permitted under Section 7.02(r).

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of outstanding on the date hereof (i) any Subsidiary owing after giving effect to the Borrower, or (iiAcquisition of the Acquired Business) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) and listed on Schedule 8.01 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guarantees of the Company or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Company or any wholly-owned Subsidiary; (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness of the Company or any Subsidiary incurred after the Closing Date in respect of capital leases, Synthetic Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 8.02(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $35,000,000; (f) unsecured Indebtedness in an aggregate principal amount not to exceed $450,000,000 that is incurred under the 364-Day Loan Agreement on the Closing Date and any refinancings, refundings, renewals or extensions thereof; provided that the aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and no Liens are granted in connection therewith; (g) Guarantees intercompany Indebtedness among the Company and its Subsidiaries, provided that if such Indebtedness is owing from a Subsidiary that is not a Loan Party to a Loan Party, the extension of credit by the Loan Party to such non-Loan Party is not prohibited by Section 8.03; (h) Indebtedness in respect of Securitization Transactions; provided that the aggregate Attributable Principal Amount in connection with such Securitization Transactions shall not at any time be in excess of (i) $100,000,000 with respect to the Loan Parties and (ii) $100,000,000 with respect to Subsidiaries that are not Loan Parties; (i) to the extent constituting Indebtedness, environmental remediation or similar obligations of the Company or any Subsidiary not to exceed $50,000,000 in the aggregate; (j) unsecured Indebtedness of the Company or any Subsidiary to procure the release of the JV Affiliate Entity Guarantees pursuant to § 8.1.1 of the Purchase Agreement; (k) other unsecured Indebtedness of any Loan Party to provided that the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory Company shall have delivered to the Administrative Agent; (h) Guarantees Agent a certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of Indebtedness permitted such Indebtedness, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.08 as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the financial statements pursuant to this Section 7.027.01(a) or (b); and (il) other unsecured Indebtedness of any Subsidiary that is not otherwise permitted pursuant to the foregoing clauses (a) through (h) a Loan Party in an aggregate principal amount not to exceed 10% of Consolidated Net Worth at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit The Company will not permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent of its applicable Guaranty Agreement is then in effect) to Subsidiaries to, create, incur, assume or permit to exist any IndebtednessIndebtedness (including any Indebtedness incurred pursuant to a sale or leaseback transaction), except: (a) Indebtedness under of Subsidiaries of the Loan DocumentsCompany (or of Avenor and its Subsidiaries) existing on the date hereof and (to the extent exceeding the minimum threshold requirements set forth in Section 8.12(a)) set forth in Part A of Schedule II hereto, any assumption or Guarantee thereof by any other Subsidiary, and any extensions, renewals and replacements thereof, so long as (i) the weighted average life of the maturity of such Indebtedness as so extended, renewed or refinanced, taken as a whole, is not materially different than such weighted average life prior to such extension, renewal or refinancing, (ii) any terms of subordination set forth in such Indebtedness are not adversely affected thereby in any material respect and (iii) the terms generally of such Indebtedness as so extended, renewed or refinanced are not made more restrictive (from the standpoint of the Company) in any material respect; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryBorrowers hereunder; (c) Acquired IndebtednessIndebtedness of any Subsidiary to the Company or any other Subsidiary; (d) Indebtedness of any Subsidiary as an account party in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course trade letters of business;credit; 364-Day Credit Agreement (e) Guarantees by Subsidiaries of Indebtedness under a Permitted Receivables Financing;of other Subsidiaries; and (f) any refinancingsother unsecured Indebtedness, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the aggregate outstanding principal amount of such Indebtedness is not increased at Indebtedness, together with the time of such refinancing, refunding, renewal or extension except by an aggregate amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower secured by Liens permitted under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (hSection 9.06(j) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness hereof, shall not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 1510% of the Borrower’s Consolidated Net Tangible AssetsTotal Assets at such time.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another SubsidiaryBorrower and its Subsidiaries set forth in Schedule 8.03; (c) Acquired IndebtednessIndebtedness to the extent constituting an Investment permitted under Section 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Swap Contracts Capital Leases or credit support Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $2,500,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed (plus related taxes and reasonable fees and expenses); and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (plus related taxes and reasonable fees and expenses); (f) Indebtedness of any Subsidiary, or in respect thereof entered into of assets, in each case, acquired after the Effective Date in a Permitted Acquisition to the extent existing at the time of such Permitted Acquisition; provided, that (i) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition, (ii) the aggregate principal amount of such Indebtedness shall not exceed $10,000,000 in principal amount outstanding at any time and (iii) such Indebtedness arises in connection with the financing of specific assets. (g) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (e) , so long as such Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that shall not exceed the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the annual period in which such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (i) Indebtedness permitted representing deferred compensation to employees incurred in the ordinary course of business pursuant to this the Digital Insurance Deferred Compensation Plan; (j) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to such similar reimbursement-type obligations; (k) to the extent constituting Indebtedness, indemnification obligations or obligations in respect of purchase price or similar adjustments incurred in a Permitted Acquisition or Disposition permitted under Section 7.028.05; (l) Subordinated Indebtedness of the Borrower owing to its direct or indirect owners (or Affiliates thereof) so long as (i) such Indebtedness is unsecured and (ii) after giving effect to the incurrence of such Subordinated Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenant set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b), (iii) no Default or Event of Default then exists or would arise from the incurrence of such Indebtedness, and (iv) the maturity date of such Indebtedness is at least ninety- one days later than, the Revolving Loan Maturity Date; and (im) other Indebtedness; provided that such Indebtedness shall not otherwise permitted pursuant to the foregoing clauses (a) through (h) exceed $5,000,000 in an aggregate principal amount outstanding at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetstime.

Indebtedness. Permit Holdings will not, and will not permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent of its applicable Guaranty Agreement is then in effect) to Subsidiaries to, contract, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under incurred pursuant to this Agreement and the Loan other Credit Documents, including Letters of Credit; (b) Indebtedness of (i) the Borrower to any Subsidiary owing and of any Wholly-Owned Subsidiary Guarantor to the Borrower, Borrower or (ii) any Subsidiary owing to another other Subsidiary; (c) Acquired IndebtednessIndebtedness (including, without limitation, in the case of clause (ii) below, Capital Lease Obligations) secured by Liens permitted by (i) Section 8.3(k)(i) or (ii) in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding or (ii) Section 8.3(k)(iii) in an aggregate principal amount not to exceed $40,000,000 at any one time outstanding; (d) existing Indebtedness in respect listed on Annex 8.4(d) hereto (“Existing Indebtedness”) and any renewals, extensions, refundings or refinancings of Swap Contracts or credit support in respect such Indebtedness, provided the amount thereof entered into in is not increased and the ordinary course maturity of businessprincipal thereof is not shortened (unless to a maturity occurring after the Term Facility Final Maturity Date); (e) Indebtedness under a Permitted Receivables FinancingInterest Rate Agreements entered into after the Original Borrowing Date (provided that such Agreements are entered into to hedge actual amounts and not for speculative purposes); (f) any refinancings, refundings, renewals Indebtedness of Holdings represented by the obligations of Holdings to make payments with respect to the cancellation or extensions repurchase of Indebtedness incurred certain stock or stock options or warrants in respect of Holdings Common Stock granted to management investors pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderShareholders’ Agreements; (g) Guarantees by any Subsidiary Indebtedness in respect of Indebtedness letters of any Loan Party credit or bonds backing obligations under insurance policies or related to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory self-insurance obligations or related to the Administrative Agentsurety bonds in an aggregate amount not to exceed $15,000,000; (h) Guarantees guarantees by the Borrower or any of Indebtedness permitted pursuant to this Section 7.02; andits Subsidiaries of the obligations of joint ventures in which the Borrower or any of its Subsidiaries is a party, not exceeding $3,000,000 in aggregate amount at any time outstanding; (i) guarantees by any Credit Party of any Indebtedness of any other Indebtedness not otherwise Credit Party permitted pursuant to the foregoing clauses other provisions of this Section 8.4; (aj) through Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (hk) 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 that such Indebtedness is extinguished within two Business Days of its incurrence; (l) Capital Lease Obligations arising out of Qualified Sale/Leaseback Transactions; (m) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount at any time outstanding (for the Borrower and all Subsidiaries) not to exceed 15% of $10,000,000 at any one time outstanding; and (n) Indebtedness arising from post-closing obligations related to the Borrower’s Consolidated Net Tangible AssetsAcquisition permitted by Section 8.6(i).

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to Incur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another SubsidiaryClosing Date and listed on Schedule 6.01(b); (c) Acquired IndebtednessIndebtedness under Hedging Obligations that are Permitted Hedging Agreements, in each case entered into in the ordinary course of business and not for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness arising from Investments permitted by Section 6.04; (e) Indebtedness of the Borrower and its Subsidiaries in respect of Swap Contracts Purchase Money Obligations and Capital Lease Obligations in an aggregate amount not to exceed (i) $10,500,000 at any time outstanding with respect to Purchase Money Obligations and Capital Lease Obligations related to assets other than the Distribution Center and (ii) $28,000,000 with respect to Purchase Money Obligations and Capital Lease Obligations related to the Distribution Center; provided, however, that, in the case of Purchase Money Obligations, (A) such Indebtedness is incurred within ninety (90) days after such acquisition, installation, construction or credit support improvement of such fixed or capital assets (including Equity Interests of any person owning the applicable fixed or capital assets) by such person and (B) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be; (f) Indebtedness assumed or incurred in connection with a Permitted Acquisition or a Permitted Joint Venture on or after the Closing Date in an aggregate principal amount not to exceed $2,500,000 at any time outstanding for all such Indebtedness; provided that such Indebtedness (i) exists at the time such person becomes a Subsidiary or the relevant assets are acquired, (ii) was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or Permitted Joint Venture, and (iii) is not directly or indirectly recourse to the Borrower or any of its Subsidiaries or any of their respective assets, other than to the person that becomes a Subsidiary or the assets so acquired; (g) Indebtedness in respect thereof of workers’ compensation claims, self-insurance obligations or bid, performance or surety bonds or bankers’ acceptances issued for the account of the Borrower or any of its Subsidiaries, in each case in the ordinary course of business, including guarantees or obligations of the Borrower or any of its Subsidiaries with respect to letters of credit supporting such workers’ compensation claims, self-insurance obligations or bid, performance or surety obligations or bankers’ acceptances (in each case other than for an obligation for borrowed money); (h) Subordinated Indebtedness and unsecured Indebtedness, in each case incurred after the Closing Date (including in connection with Permitted Acquisitions, Permitted Joint Ventures or Credit Agreement Refinancing Indebtedness), provided that (i) no Default or Event of Default exists or shall result from the incurrence thereof, (ii) such Indebtedness shall not mature or require any payment of principal, in each case, prior to the date which is 181 days after the Final Maturity Date then in effect, (iii) the holder of such debt executes an intercreditor agreement with terms acceptable, including subordination terms, to the Administrative Agent and the Collateral Agent and (iv) the Borrower shall be in compliance on a Pro Forma Basis after the incurrence of such Indebtedness (and, in the case of any such Indebtedness incurred in connection with a Permitted Acquisition or a Permitted Joint Venture, on a Pro Forma Basis after giving effect to such Permitted Acquisition or such Permitted Joint Venture) with the financial covenant set forth in Section 6.10; (i) Contingent Obligations of the Borrower or any of its Subsidiaries (x) in respect of Indebtedness otherwise permitted under this Section 6.01 (other than this Section 6.01(i)) and (y) with respect to operating leases and other obligations (other than Indebtedness) of the Borrower or any of its Subsidiaries entered into in the ordinary course of business; (ej) Indebtedness under arising from the honoring by a Permitted Receivables Financingbank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) Indebtedness of any Subsidiary that is a non-Loan Party in an aggregate outstanding principal amount not to exceed $5,000,000 at any time outstanding for all such non-Loan Parties; provided that such Indebtedness is not directly or indirectly recourse to the Borrower or any of its Subsidiaries or of their respective assets, other than to such non-Loan Party; (m) Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount for the Borrower or any of its Subsidiaries not to exceed $5,000,000 at any time outstanding; (n) Indebtedness which represents a refinancing or renewal of any of the Indebtedness described in clauses (b), (e), (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause and (ct) of this Section 7.026.01; provided that (i) any such Refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal any reasonable premiums required to a be paid thereon and reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredassociated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Indebtedness being renewed or refinanced, (iii) the covenants, events of default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory aggregate, no less favorable to the Administrative Agent, the Collateral Agent and the Lenders than those contained in the Indebtedness being renewed or refinanced, and (iv) no Event of Default has occurred and is continuing or would result therefrom; (ho) Guarantees of Indebtedness permitted pursuant to this Section 7.02; andPermitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and/or Permitted Unsecured Refinancing Debt; (ip) Indebtedness representing deferred compensation to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (q) cash management obligations and other Indebtedness incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts; (r) Indebtedness consisting of the financing of insurance premiums, in the ordinary course of business, not otherwise to exceed one year of such premiums; (s) Indebtedness which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments, earnouts and similar obligations in connection with Investments, Permitted Acquisitions, Permitted Joint Ventures or Asset Sales permitted pursuant to the foregoing clauses hereunder; (at) through (h) ABL Indebtedness in an aggregate principal amount at any time outstanding not to exceed 15% (i) prior to a Qualifying IPO, $40,000,000 and (ii) following a Qualifying IPO, $50,000,000; and (u) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest (other than pay-in-kind interest) on obligations described in clauses (a) through (t) of the Borrower’s Consolidated Net Tangible Assetsthis Section 6.01.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any interest rate Swap Contract, provided that (i) such obligations are (or were) entered into by such Person to hedge against (including cap, collar, or exchange) interest rates or foreign exchange rates, which are incurred in the ordinary course of business and not for speculative purposes 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; (b) Indebtedness among the Borrower and its wholly owned Restricted Subsidiaries, which Indebtedness shall (i) be on terms (including subordination terms) acceptable to the Administrative Agent and (ii) be otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (bd) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, renewals or extensions, in whole or in part, of the foregoing; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal 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, refunding, renewal, or extension, (ii) the stated maturity date of such refinancing, refunding, renewing or extending Indebtedness is no earlier than six months after the Maturity Date, and (iii) the refinanced debt is retired in full on the issuance date of the refinancing debt; (e) Guarantees of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 (including any such Indebtedness outstanding on the date hereof) shall not exceed the greater of (i) $90,000,000 and (ii) 15% of Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries as of the end of the fiscal quarter most recently ended; (i) the Senior Notes in an aggregate principal amount not to exceed $300,000,000 issued by the Borrower, and (ii) any refinancings, refundings, renewals or extensions thereof, provided with respect to this clause (ii) that (A) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, or extension, (B) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (C) such Indebtedness’ scheduled maturity is no earlier than ninety-one (91) days after the Maturity Date, (D) such Indebtedness does not require any existing commitments unutilized thereunder; scheduled repayments, defeasance or redemption (gor sinking fund therefor) Guarantees by any Subsidiary of Indebtedness of any Loan Party principal amount thereof prior to maturity; provided that, for the avoidance of doubt, this clause (D) shall not prohibit customary high yield indenture provisions requiring offers to repurchase in connection with asset sales (such offer not exceeding 100% of the outstanding principal balance of such Indebtedness) or any change of control (such offer not exceeding 101% of the outstanding principal balance of such Indebtedness) and provisions regarding prepayment from the net cash proceeds of certain debt issuances, casualty events, extraordinary receipts, tax receipts and equity issuances, in each case, only to the extent such Subsidiary has guaranteed not required to be applied first to the Indebtedness Obligations pursuant to the terms of the Loan Documents, (E) no indenture or other agreement governing such Indebtedness contains (1) maintenance financial covenants or (2) covenants or events of default that are more restrictive in any material respect on the Borrower under this Agreement on or any of its Restricted Subsidiaries than then applicable market terms and conditions reasonably for comparable issuers and issuances, and (F) if secured, such Indebtedness shall not be secured by any of the Collateral and the administrative agent or trustee therefor shall have entered into a Collateral Rights Agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent;it. (h) Guarantees Indebtedness in respect of Indebtedness permitted pursuant to this Section 7.02; andworkers’ compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds and completion guarantees provided by the Borrower or a Restricted Subsidiary in the ordinary course of its business; (i) Indebtedness in respect of (i) self-insurance obligations or completion, bid, performance, appeal or surety bonds issued for the account of the Borrower or any wholly-owned Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any wholly-owned Restricted Subsidiary with respect to letters of credit supporting such self-insurance, completion, bid, performance, appeal or surety obligations (in each case other than for an obligation for money borrowed) or (ii) obligations represented by letters of credit for the account of the Borrower or any wholly-owned Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims; (j) indemnification, adjustment of purchase price, earn-out or similar obligations (including without limitation any Earn Out Obligations), in each case, incurred or assumed in connection with any Permitted Acquisition or disposition of any business or assets of the Borrower or any wholly-owned Restricted Subsidiary or Equity Interests of a wholly-owned Restricted Subsidiary, other than guarantees of Indebtedness incurred by any person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such Permitted Acquisition; provided that (i) any amount of such obligations included on the face of the balance sheet of the Borrower or any wholly-owned Restricted Subsidiary shall not otherwise be permitted pursuant under this clause (j) unless such obligation arises with respect to a Permitted Acquisition approved by all Lenders and (ii) in the foregoing clauses case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (aj) through shall at no time exceed the gross proceeds actually received by the Borrower and the wholly-owned Restricted Subsidiaries in connection with such disposition; (hk) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower as a result of a Permitted Acquisition in an aggregate principal amount not to exceed $15,000,000 at any time outstanding outstanding; provided that such Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Restricted Subsidiary of the Borrower; (l) endorsements of negotiable instruments for collection in the ordinary course of business; and (m) unsecured Indebtedness not otherwise permitted under this Section 7.02 in an aggregate principal amount not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets$5,000,000 at any time outstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Guarantees of any member of the Consolidated Group in respect of Indebtedness otherwise permitted hereunder of (i) any Subsidiary owing to other member of the Borrower, or (ii) any Subsidiary owing to another SubsidiaryConsolidated Group; (c) Acquired Indebtednessobligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness in respect of Swap Contracts Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or credit support capital assets within the limitations set forth in Section 7.01(g); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000; provided, further Borrower or its Affiliates shall be permitted to enter into any model home lease back in the normal course of business in which Borrower or its Affiliates are a tenant to the extent any such lease is deemed a Capital Lease and such model home leases shall not be subject to the limitation in the preceding clause; (e) Non-Recourse Indebtedness to the extent permitted under Section 7.13(g); (f) obligations with respect thereof entered into to homeowners’ association obligations, community facility district bonds, metro district bonds, ▇▇▇▇▇-▇▇▇▇ bonds and subdivision improvement bonds and similar bonding requirements arising in the ordinary course of business of a homebuilder; (g) obligations not constituting Indebtedness for borrowed money with vendors, subcontractors and other contractors in the normal course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02PPP Forgiven Indebtedness; and (i) Indebtedness of Financial Services Subsidiaries and VIEs, in each case so long as no other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% member of the Borrower’s Consolidated Net Tangible AssetsGroup has guaranteed or is otherwise obligated with respect to such Indebtedness or has pledged collateral to secure such Indebtedness.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 6.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, the subordinated status thereof (if any) is unchanged, and no direct or contingent obligor with respect thereto is changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 6.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000; (d) unsecured Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a Subsidiary of the Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 6.03; (e) Guarantees (i) of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor, (ii) of any non-Guarantor in respect of Indebtedness otherwise permitted hereunder of another non-Guarantor and (iii) of the Borrower or any Guarantor of Indebtedness otherwise permitted hereunder of a non-Guarantor, so long as such Guarantee is permitted by Section 6.03(c)(iv); (f) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower; (g) Guarantees Indebtedness owed to 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 incurred in the ordinary course of business; (h) obligations (contingent or otherwise) existing or arising under any Swap Agreement, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Agreement does not contain any Subsidiary of provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness of any Loan Party to in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the extent such Subsidiary has guaranteed the Indebtedness ordinary course of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentbusiness; (hj) Guarantees Indebtedness in connection with Banking Services Agreements and Indebtedness arising from the endorsement of Indebtedness permitted pursuant to this Section 7.02instruments or other payment items for deposit and in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions incurred in the ordinary course of business that are promptly repaid; and (ik) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed $10,000,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsoutstanding.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; provided that 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided further that, Indebtedness subordinated to the Obligations may not be refinanced except on subordination terms at least as favorable to the Lenders and no more restrictive on Borrower than the subordinated Indebtedness being refinanced, and in an amount not less than the amount outstanding at the time of refinancing; (c) Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary, provided that, non-Domestic Subsidiaries may not guaranty or otherwise provide credit support for any Indebtedness; (d) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness to insurance companies or their Affiliates incurred to finance premiums on policies provided by such insurance companies (and the amount thereof limited to such purpose) in the ordinary course of business; (f) Indebtedness under the Bonds; (g) Guarantees by other Indebtedness not included in the preceding clauses provided that, the aggregate amount of all such Indebtedness for Parent and its Subsidiaries at any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent;one time outstanding shall not exceed $5,000,000; and (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to under the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible AssetsExisting Loan Agreement until terminated.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under any of the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness Guaranty Obligations of the Borrower under this Agreement on terms and conditions reasonably satisfactory to or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Administrative AgentBorrower or any wholly-owned Subsidiary; (hd) Guarantees obligations (contingent or otherwise) of Indebtedness permitted pursuant to this Section 7.02; and the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) other Indebtedness such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not otherwise permitted pursuant 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 foregoing clauses defaulting party; (ae) through Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed 5% of Consolidated Shareholders' Equity; (hf) Unsecured Indebtedness in an aggregate principal amount not to exceed at any time outstanding not to exceed the amount by which 15% of Consolidated Shareholders' Equity exceeds the Borrower’s Consolidated Net Tangible AssetsIndebtedness permitted to be outstanding under Section 7.02(e); and (g) obligations in respect of Existing Letters of Credit.

Indebtedness. Permit any Subsidiary (other than None of the Guarantor Obligors or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to of their Subsidiaries will create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness under the Loan DocumentsObligations; (b) Indebtedness of (iexisting on the Effective Date and set forth in Schedule 6.01(b) any Subsidiary owing to the BorrowerDisclosure Letter and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus any accrued and unpaid interest and redemption premium paid plus other reasonable amounts, including fees and expenses reasonably incurred in connection with any such extension, renewal or (ii) any Subsidiary owing to another Subsidiaryreplacement); (c) Acquired IndebtednessIndebtedness owed by one Obligor to another Obligor; (d) Indebtedness Permitted Junior Indebtedness; provided that the terms thereof may not be amended in respect any manner less favorable to the Company or any of Swap Contracts or credit support in respect thereof entered into in its Subsidiaries party thereto without the ordinary course consent of businessthe Administrative Agent and the Required Lenders; (e) Indebtedness under incurred to finance the acquisition, construction or improvement of any assets, including purchase money secured Indebtedness and Capital Lease Obligations and including any such Indebtedness incurred for such purpose within 90 days after such acquisition or completion of construction or improvement, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Permitted Receivables FinancingLien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus any accrued and unpaid interest and redemption premium paid plus other reasonable amounts, including fees and expenses reasonably incurred in connection with any such extension, renewal or replacement); provided that the aggregate principal amount of Indebtedness permitted by this clause (e) at any time outstanding shall not exceed 5% of Consolidated Total Assets; (f) any refinancings, refundings, renewals or extensions letters of Indebtedness incurred pursuant to clause (c) credit and bank guarantees issued in currencies other than Agreed Currencies and in the ordinary course of this Section 7.02; provided that the amount business on behalf of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, Foreign Subsidiaries in connection with such refinancing customer prepayments for products and by services or performance guaranties to customers in an aggregate amount equal to not in excess of the equivalent of $50,000,000 outstanding at any existing commitments unutilized thereunderone time; (g) Guarantees Indebtedness owed by any Subsidiary of that is not an Obligor to any other Subsidiary that is not an Obligor; (h) Indebtedness of owed by any Loan Party Obligor to the extent such any Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement that is not an Obligor so long as it is subordinated on terms and conditions reasonably satisfactory acceptable to the Administrative Agent; (hi) Indebtedness owed by any Subsidiary that is that is not an Obligor to any Obligor that constitutes an Investment permitted by Section 6.05(h); (j) other secured Indebtedness of the Obligors in an aggregate amount not in excess of $25,000,000 outstanding at any time; (k) Guarantees by the Company or its Subsidiaries of Indebtedness of (i) any Obligor otherwise permitted under this Section 6.01 or (ii) any Subsidiary otherwise permitted by Section 6.01(j) or 6.01(o); (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided that (i) such Indebtedness (other than credit or purchase cards) is extinguished within five Business Days of its incurrence; and (ii) such Indebtedness in respect of credit or purchase cards is extinguished within 60 days of its incurrence; (i) Indebtedness of a Subsidiary acquired after the Effective Date or a corporation merged into or consolidated with the Company or any Subsidiary after the Effective Date, which Indebtedness in each case exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, and (ii) extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus any accrued and unpaid interest and redemption premium paid plus other reasonable amounts, including fees and expenses reasonably incurred in connection with any such extension, renewal or replacement); provided that the aggregate principal amount of Indebtedness permitted pursuant by this clause (m) at any time outstanding shall not exceed 5% of Consolidated Total Assets; (n) other unsecured Indebtedness of the Obligors so long as (i) no Default exists at the time of, or is created as a result of, the incurrence of such Indebtedness and (ii) the Company is in compliance, on a pro forma basis after giving effect to this Section 7.02the incurrence of such Indebtedness (including the use of proceeds thereof), with the covenants set forth in Sections 6.14 and 6.15 (provided that the proceeds from the incurrence of such indebtedness shall be excluded for purposes of netting cash and Permitted Investments in the foregoing calculation of the Leverage Ratio); and (io) other Indebtedness of Subsidiaries that are not otherwise permitted pursuant to the foregoing clauses (a) through (h) Obligors in an aggregate principal amount outstanding at any time outstanding not to exceed 15in excess of 2.5% of the Borrower’s Consolidated Net Tangible Total Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor The Borrower shall not, directly or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness existing on the date hereof and listed on Schedule 7.02 as Indebtedness of (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing in an amount not to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in exceed the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any amount listed on Schedule 7.02, and refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount renewals, extensions, and replacements of such Indebtedness is that do not increased increase the outstanding principal amount thereof at the time of such refinancing, refunding, renewal renewal, extension, or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderreplacement; (gc) Guarantees by any Subsidiary Guaranty Obligations of the Borrower in respect of Indebtedness of Subsidiaries permitted under Section 7.03; (d) obligations (contingent or otherwise) of the Borrower existing or arising under any Loan Party Swap Contract; provided that (i) such obligations are (or were) entered into by the Borrower for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower, or changes in the value of securities issued by the Borrower, and not for purposes of speculation or taking a “market view,” and (ii) such Swap Contract does not contain a provision designating the “First Method” (as defined in the form of the Master Agreement) or any other provision directly or indirectly exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the extent defaulting party after the occurrence of an “Early Termination Date” (as defined in such Subsidiary has guaranteed Swap Contract); (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations, and purchase money obligations for fixed or capital assets, so long as any Liens securing such Indebtedness satisfy the requirements of Section 7.01(i); (f) Other secured Indebtedness of the Borrower; provided that the aggregate principal amount of the secured Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted incurred pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by the Forex Obligation and Guaranty Obligations of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Loan Party Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the extent defaulting party; (e) Indebtedness in respect of Capital Lease Obligations and Synthetic Lease Obligations and purchase money obligations for fixed or capital assets provided that any Lien securing such Subsidiary has guaranteed the Indebtedness is permitted under Section 7.01; (f) Indebtedness of the Borrower or any Subsidiary as a result of an Investment by the Borrower or any Subsidiary permitted under this Agreement Section 7.02; (g) Indebtedness of a Subsidiary incurred and outstanding on terms and conditions reasonably satisfactory or prior to the Administrative Agentdate on which such Subsidiary was acquired by the Borrower or another Subsidiary pursuant to an acquisition permitted hereunder; provided, however, that on the date of such acquisition, after giving pro forma effect thereto and any related transactions as if the same had occurred at the beginning of the most recent four fiscal quarters for which financial statements were delivered pursuant to Section 6.01, the Borrower would be permitted to incur at least $1.00 of additional Indebtedness without violating the Debt to Capitalization Ratio test in Section 7.16(b); (h) Guarantees Indebtedness of the Borrower or any Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness permitted pursuant to this Section 7.02; andis extinguished within five Business Days of incurrence; (i) other Indebtedness not otherwise consisting of contingent obligations under letters of credit, surety bonds or similar instruments provided that any Lien securing such Indebtedness is permitted pursuant to under Section 7.01(f); (j) Indebtedness arising under the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.Permitted Securitization; and

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthereunder 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; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations 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 shall not exceed $25,000,000; (d) Indebtedness of a Subsidiary of the Borrower existing or arising under bank guaranties issued by Bank of America in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (e) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor; (f) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates 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; (g) Guarantees by any Subsidiary of unsecured Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; and (i) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount not to exceed $25,000,000 at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assets.outstanding;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by Guaranty Obligations of the Borrower, any Guarantor or any Subsidiary (other than a Non-Guarantor Subsidiary) in respect of Indebtedness otherwise permitted hereunder of the Borrower, any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness Guarantor or any Subsidiary; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under this Agreement any Swap Contract or currency risk management financial instrument, 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, property, or cash flows held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on terms and conditions reasonably satisfactory outstanding transactions to the Administrative Agentdefaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (g) Guaranty Obligations of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Non-Guarantor Subsidiary in an aggregate principal amount not to exceed the $2,000,000 at any time outstanding; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02; andPermitted Equipment Financing; (i) other Permitted Second Lien Financing; (j) loans or advances among the Loan Parties, (i) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to a Loan Party, (ii) loans or advances made by any Loan Party in a Subsidiary of the Borrower that is not a Loan Party so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness not otherwise of a Person existing at the time such Person becomes a Subsidiary of a Loan Party in a transaction permitted pursuant to the foregoing clauses hereunder (a) through (hexcluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed $1,000,000 for all such Persons at any time outstanding outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to exceed 15% which such Person became a Subsidiary of a Loan Party; (1) Indebtedness incurred to repurchase Capital Stock of the Borrower’s Consolidated Net Tangible Assets.Borrower from retired, deceased or terminated employees or directors (including their heirs) of any Loan Party or Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time;

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Attributable Indebtedness and Synthetic Lease Obligations created in connection with the sale-leaseback of (i) any Subsidiary owing to the Borrower, Oklahoma Properties or (ii) any Subsidiary owing to another Subsidiarythe Electrical Assets; (c) Acquired IndebtednessIndebtedness outstanding on the date hereof and listed on Schedule 7.03 and any Permitted Refinancing thereof; (d) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (e) 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, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (other than customary netting arrangements); (f) Indebtedness in respect of Swap Contracts Capital Leases, Synthetic Lease Obligations and purchase money obligations for fixed or credit support capital assets within the limitations set forth in Section 7.01(q); provided, however, that the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (f) at any one time outstanding shall not exceed $25,000,000; (g) Indebtedness of the Borrower or a Restricted Subsidiary owing to the Borrower or a wholly-owned Restricted Subsidiary; provided that in the case of any such Indebtedness owing from a Loan Party to a non-Loan Party, (x) the Borrower shall be in compliance with the Available Amount Conditions at the time such Indebtedness is issued or incurred and (y) the amount of such Indebtedness shall not, in the aggregate, exceed the Available Amount at such time; (h) [reserved]; (i) Indebtedness related to any sale-leaseback transaction with respect to the Oklahoma Properties; (j) other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; (k) Indebtedness in respect of surety bonds obtained by the Borrower or a Restricted Subsidiary in the ordinary course of business and supporting other obligations undertaken by the Borrower or a Restricted Subsidiary in the ordinary course of business which other obligations do not constitute Indebtedness; (l) Indebtedness that constitutes Junior Lien Debt and unsecured Indebtedness not otherwise permitted by this Section 7.03 in an aggregate principal amount for all Indebtedness under this clause (l) not to exceed $500,000,000 at any time outstanding; provided that (1) no Default or Event of Default or Borrowing Base Deficiency has occurred and is then continuing or would result therefrom, (2) after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance, on a pro forma basis with the Financial Covenants contained in Section 7.11, (3) the Borrowing Base shall be adjusted as set forth in Section 2.05(c), (4) such Indebtedness does not mature and requires no scheduled amortization prior to the 91st day following the Maturity Date, (5) the terms of such Indebtedness are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (6) if any Person Guarantees such Indebtedness, such Person shall also Guarantee the Obligations by providing a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent and (7) such Indebtedness and any guarantees and Liens in respect thereof entered are otherwise on terms and conditions reasonably acceptable to the Administrative Agent; (m) Indebtedness of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower, or is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that (i) such Indebtedness (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) other than Guarantee obligations permitted by clause (d) of this Section 7.03, neither the Borrower nor any of its other Restricted Subsidiaries shall be liable for such Indebtedness and (iii) the Borrower is in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, with the Financial Covenants contained in Section 7.11; (n) Indebtedness of the Borrower or any Restricted Subsidiary to the seller representing all or part of the purchase price of an Investment or acquisition permitted hereunder, or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that (i) as to any such assumed Indebtedness, such Indebtedness (other than any extension, renewal, refinancing, refunding or replacement thereof) exists at the time of such acquisition and is not created in contemplation of such event and (ii) the Borrower is in compliance, on a pro forma basis after giving effect to the assumption of such Indebtedness, with the covenants contained in Section 7.11; (o) Indebtedness arising from judgments or orders in circumstances not constituting an Event of Default under Section 8.01(h); (p) Indebtedness in respect of the Convertible Notes issued on the Closing Date in an aggregate principal amount not to exceed the sum of (x) $300,000,000 plus (y) any interest that is paid-in-kind and otherwise added to the outstanding principal amount of such Indebtedness and any interest that is accrued and unpaid in respect of such Indebtedness; provided that such $300,000,000 amount in clause (x) above shall increase in connection with any “make-whole event” or “Corporate Event” such that each $1.00 in outstanding principal amount shall be increased by $0.783478 to equal $1.783487, as described in the definitive documentation governing such Convertible Notes as in effect on the Closing Date; (q) Indebtedness arising from or representing deferred compensation to employees of the Borrower or its Restricted Subsidiaries that constitute or are deemed to be Indebtedness under GAAP and that are incurred in the ordinary course of business; (er) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred arising pursuant to clause (ce) of this Section 7.02; provided that the amount definition thereof as a result of such Indebtedness is not increased at the time of such refinancingLiens permitted under Sections 7.01(c), refunding(d), renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid(e), (f) and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (g) Guarantees by any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02j); and (is) other Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% obligations of the Borrower’s Consolidated Net Tangible AssetsBorrower or any Restricted Subsidiary existing or arising under any Treasury Management Services Agreement.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of (i) any Subsidiary owing to outstanding on the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02thereof; 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 a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing refinancing, by an amount equal to accrued and unpaid interest on such Indebtedness, and by an amount equal to any existing commitments unutilized thereunder; (gc) Guarantees by obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract (or under any Guarantee of any Swap Contract of the Parent or any Subsidiary of the Parent party to the Parent Credit Facility), provided that (i) such obligations are (or were) entered into by such Person (or Parent or such Subsidiary of the Parent, as applicable) in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person (or Parent or such Subsidiary of the Parent, as applicable), 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; (d) Guarantees in respect of any Parent Credit Facility; (e) capital leases (including sale-leaseback transactions) or purchase money obligations for fixed or capital assets, within the limitations set forth in Section 7.01(j), and in an aggregate amount not to exceed $25,000,000 at any one time outstanding, 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 accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (f) Indebtedness of any Loan Party to Foreign Subsidiaries incurred in the extent such Subsidiary has guaranteed the Indebtedness ordinary course of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentbusiness; (g) earn-out obligations incurred in respect of Permitted Acquisitions; (h) Guarantees given by the Borrower or any Subsidiary in respect of (i) any Indebtedness of the Parent or any of its Subsidiaries and/or (ii) other Indebtedness that is otherwise permitted pursuant to under this Section 7.02; and7.03; (i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; (j) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; (l) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; provided, that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (m) Indebtedness of a Person of the type described in Section 7.03(e) existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; which Indebtedness was not incurred in contemplation of such merger, consolidation or Investment and is non-recourse to the Borrower or any Subsidiary other than such Person, and any refinancings, refundings, renewals or extensions thereof, provided that (i) the property securing such Indebtedness is not increased, (ii) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect to such Indebtedness is not changed; (n) Indebtedness of the Borrower or any of its Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge any other Indebtedness of such obligor not otherwise permitted pursuant prohibited by this Section 7.03; provided that: (i) the amount of such new Indebtedness does not exceed the outstanding amount of the Indebtedness to be defeased or satisfied and discharged except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such defeasance or satisfaction and discharge, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such new Indebtedness are no less favorable in any material respect to the foregoing clauses Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being defeased or satisfied and discharged and the interest rate applicable to any such new Indebtedness does not exceed the then applicable market interest rate and (aiii) through upon such defeasance, discharge or satisfaction, such new Indebtedness must otherwise be permitted under another subsection of this Section 7.03 and shall thereafter not be permitted under this subsection (hn); (o) to the extent constituting Indebtedness, obligations in respect of Treasury Management Services provided to Borrower or any of its Subsidiaries incurred in the ordinary course of business (and Guarantees thereof for Treasury Management Services of the Parent and any Subsidiary of the Parent party to the Parent Credit Facility); (p) term loan Indebtedness, debt securities, or other long term Indebtedness in an aggregate principal amount at any one time outstanding not to exceed 15% (together with the outstanding unpaid principal amount of the Borrower’s Consolidated Net Tangible AssetsLoans) $250,000,000; and (q) other Indebtedness, on terms reasonably acceptable to the Administrative Agent, in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; provided that if such Indebtedness is secured, the aggregate amount of such Indebtedness incurred in reliance on this clause (q) that is secured shall not exceed $5,000,000 at any one time outstanding. Anything to the contrary contained herein notwithstanding, it is understood and agreed that a portion of proceeds of the Term Loan on the Closing Date will be used to repay in full the Indebtedness described in Article IV(a)(xii) and, accordingly, both (y) such Indebtedness and (z) the Liens securing such Indebtedness, in each case, shall be permitted hereunder on the Closing Date (but not thereafter) until such time as the initial Term Loan is made.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof; provided that (i) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; provided that the amount of such Indebtedness is not increased at the time of such refinancingrenewal, refunding, renewal refinancing 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 renewal, refinancing or extension and by an amount equal to any existing commitments unutilized thereunderthereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Borrower and its Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended); (c) intercompany Indebtedness permitted under Section 8.02; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; (f) Subordinated Indebtedness; (g) Guarantees by Indebtedness incurred in connection with (i) the Hardy County, West Virginia, Humboldt, Tennessee and/or Monticello, Kentucky facilities to effect favorable tax treatment and/or (ii) low interest financing provided as an incentive to Borrower to locate a facility in any Subsidiary of Indebtedness of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agentjurisdiction; (h) Guarantees of Indebtedness permitted pursuant not contemplated in the foregoing clauses in an aggregate principal amount not to this Section 7.02exceed the Threshold Amount at any one time outstanding; and (i) other Guarantees with respect to Indebtedness not otherwise permitted pursuant to the foregoing clauses (a) through (h) in an aggregate principal amount at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetsunder this Section 8.03.

Indebtedness. Permit any Subsidiary (other than the Guarantor or any Subsidiary Guarantor in each case to the extent its applicable Guaranty Agreement is then in effect) to createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan DocumentsOrdinary Course Indebtedness; (b) Indebtedness of outstanding on the date hereof and listed on Schedule 8.01 (iwhich includes, without limitation, the Indebtedness secured by Borrower's corporate headquarters) any Subsidiary owing to the Borrower, or (ii) any Subsidiary owing to another Subsidiary; (c) Acquired Indebtedness; (d) Indebtedness in respect of Swap Contracts or credit support in respect thereof entered into in the ordinary course of business; (e) Indebtedness under a Permitted Receivables Financing; (f) and any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to clause (c) of this Section 7.02; 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 a reasonable the premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing utilized commitments unutilized thereunder. (c) Indebtedness (excluding, however, unsecured inter-company Indebtedness permitted by clause (d) below) not exceeding in the aggregate at any time five percent (5%) of Borrower's Tangible Assets; (gd) Guarantees unsecured Indebtedness owed by any Subsidiary Borrower to an Affiliate of Borrower so long as such Indebtedness is subordinate to payment of the Obligations in form and substance satisfactory to Administrative Agent and the payment of any Loan Party to the extent such Subsidiary has guaranteed the Indebtedness of the Borrower under this Agreement on terms and conditions reasonably satisfactory to the Administrative Agent; (h) Guarantees of Indebtedness permitted pursuant to this Section 7.02amounts thereunder will not cause a Default; and (e) Indebtedness secured by Inventory, other than the Borrowing Base Inventory, but only so long as such Indebtedness (i) does not cause Borrower to be in violation of any other Indebtedness not otherwise permitted covenant contained in this Agreement; (ii) Lenders have been given the right to include such Inventory in the Borrowing Base Inventory pursuant to the foregoing clauses procedures set forth in Section 3 but have elected not to include such Inventory in the Borrowing Base Inventory; and (aiii) through the aggregate amount of such Indebtedness (htogether with all other Indebtedness included under clause (c) in an aggregate principal amount above) does not exceed 5% of Tangible Assets at any time outstanding not to exceed 15% of the Borrower’s Consolidated Net Tangible Assetstime.