Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateParent will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Existing Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof Effective Date and listed in on Schedule 7.03(b) and 9.04, without giving effect to any subsequent extension, renewal or refinancing thereof except through one or more issuances of Permitted Refinancing Indebtedness in respect thereof; (c) Guarantees Indebtedness (i) under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04 and (ii) under Other Hedging Agreements, in either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements is in the ordinary course of business and not for speculative purposes; (d) Indebtedness (including any Permitted Refinancing thereof) of Parent and its Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness secured by Liens permitted under Section 9.01; provided that in no event shall the Borrower sum of the aggregate outstanding principal amount of all Capitalized Lease Obligations and purchase money Indebtedness incurred in reliance on this clause (d) exceed the greater of (x) $30,000,000 and (y) 10.0% of Consolidated EBITDA for the most recently ended Calculation Period; (e) Indebtedness constituting Intercompany Loans to the extent permitted by Sections 9.05(h) and (q); (f) guarantees by Parent or any Restricted Subsidiary in respect of Indebtedness of the Borrower Parent or such any Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) under this Section, provided, in no Guarantee by event shall any Restricted Subsidiary of any Indebtedness constituting that is not a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Credit Party guarantee Indebtedness of the Borrower or any Loan a Credit Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in this Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period9.04(f); (g) Indebtedness of Parent or a Restricted Subsidiary of Parent acquired, incurred, assumed or issued to finance a Permitted Acquisition, merger, amalgamation or consolidation or other Investment permitted under this Agreement (or Indebtedness assumed at the time of a Permitted Acquisition or other permitted acquisition of an asset securing such Indebtedness) (any such Indebtedness, “Permitted Acquired Debt”) and any Permitted Refinancing Indebtedness in respect of Swap Contracts thereof; provided that (i) such Indebtedness was not incurred for speculative purposesin connection with, or in anticipation or contemplation of, such Permitted Acquisition or other Investment or acquisition, and (ii) (x) such Indebtedness does not exceed an aggregate principal amount of $75,000,000 at any time outstanding or (y) either (1) the Interest Coverage Ratio as of the last day of the most recently ended Calculation Period (calculated on a Pro Forma Basis as if such Permitted Acquisition or other permitted transaction had occurred on the first day of such Calculation Period) is no less than 2.00:1.00 or (2) the Interest Coverage Ratio as of the last day of the most recently ended Calculation Period (calculated on a Pro Forma Basis as if such Permitted Acquisition or other permitted transaction had occurred on the first day of such Calculation Period) is no less than the Interest Coverage Ratio as of the last day of the most recently ended Calculation Period (calculated on a Pro Forma Basis without giving pro forma effect to such Permitted Acquisition or other permitted transaction, but with giving pro forma effect to any other Permitted Acquisitions or other permitted transactions theretofore consummated after the first day of such Calculation Period) (and in each case, any Permitted Refinancing Indebtedness in respect thereof); (h) Indebtedness (arising from the honoring by a bank or other than for borrowed money) subject to Liens permitted under Section 7.01financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished in the ordinary course of business; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower Parent and its Restricted Subsidiaries shall be with respect to performance bonds, surety bonds (including in Pro Forma Compliance favor of the U.S.D.A. in connection with Parent’s and its Restricted Subsidiaries’ contracts and transactions therewith), appeal bonds, customs bonds, worker’s compensation claims, self-insurance obligations and bankers acceptances and other obligations of a like nature incurred in the ordinary course of business or consistent with past practices or in connection with the covenant set forth enforcement of rights or claims of Parent or any of its Restricted Subsidiaries or in Section 7.10connection with judgments that do not result in a Default or an Event of Default (including guarantees or obligations of Parent or any Restricted Subsidiary with respect to letters of credit supporting such performance, if then in effectappeal, customs or surety bonds, workers’ compensation claims, self-insurance obligations and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofbankers acceptances); (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; Credit Parties under the (ki) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness ABL Loan Documents in an aggregate principal amount not to exceed $150,000,000 250,000,000 at any time outstandingoutstanding (including any Permitted Refinancing Indebtedness in respect thereof), and (ii) Junior Lien Debt (including Permitted Junior Priority Refinancing Debt) so long as, after giving effect to the incurrence of such principal amount of Junior Lien Debt, the Total Secured Net Leverage Ratio shall not exceed 4.70:1.00, determined on a Pro Forma Basis (in each case including any Permitted Refinancing Indebtedness in respect thereof); (ok) Indebtedness of Parent or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments, earnouts, extended purchase price obligations and similar obligations in connection with any acquisition or other Investment or disposition permitted by this Agreement; (l) secured Indebtedness of the Credit Parties that is (x) contractually subordinated or (y) secured by Liens on the Collateral having a junior priority relative to the Liens on the Collateral securing the Obligations; provided that (i) after giving effect to the incurrence and application of proceeds thereof, the Total Secured Net Leverage Ratio determined on a Pro Forma Basis for the Calculation Period most recently ended does not exceed 4.70:1.00, (ii) such Indebtedness shall not be guaranteed by any Person other than the Credit Parties, (iii) such Indebtedness is not secured by any property or assets of Parent or any Subsidiary other than the Collateral, (iv) such Indebtedness shall not mature or require any scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, repayment or sinking fund obligation (other than customary offers to repurchase on a change of control, asset sale or casualty event and customary acceleration rights after an event of default, or prepayments of the type applicable to the Loans, to the extent the amounts subject to such prepayments are applied first, to the Loans, and second, to such Indebtedness), in each case, prior to the date that is 91 days after the Latest Maturity Date then in effect and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the Loans at the time of such incurrence (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), and (v) in the case of any such Indebtedness that is Secured, the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Intercreditor Agreement (provided, that if the Borrower or any Guarantor shall incur Junior Lien Debt, then the Intercreditor Agreement shall be amended, or amended and restated, in substantially the form of the Restated Intercreditor Agreement, with such modifications thereto as may be reasonably agreed by the Administrative Agent, the Security Agent, the ABL Agent (if any) and the holders of such Indebtedness (or their representative agents)), and to the extent constituting Junior Lien Debt, the holders of such Indebtedness (or their representative) shall be party to a Second Lien Intercreditor Agreement, if applicable (and any Permitted Refinancing Indebtedness in respect thereof); (m) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (Ai) the financing of insurance premiums or (Bii) take-or-take or pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; (pn) Indebtedness incurred by of Parent or any other Credit Party issued to a seller on the Borrower date of the consummation of a Permitted Acquisition or other Investment permitted hereunder for the purpose of consummating such Permitted Acquisition or other Investment permitted hereunder, so long as (i) the aggregate principal amount of all such Indebtedness does not exceed the greater of $75,000,000 and 30.0% of Consolidated EBITDA for the most recently ended Calculation Period at any time outstanding and (ii) such Indebtedness is unsecured (such Indebtedness, the “Seller Debt”); (o) Indebtedness of Parent or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claimsindemnification, healthworking capital or similar adjustments of purchase price, disability “earn-out” or similar performance-based deferred purchase price arrangements, non-competes, transition services or similar obligations incurred in connection with any Permitted Acquisition or other employee benefits Investment permitted hereunder or propertyany dispositions permitted hereunder; (p) secured or unsecured notes issued by any Credit Party in lieu of Incremental Facilities and which may be guaranteed by the other Credit Parties (such notes, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims“Incremental Equivalent Debt”); provided that upon (i) the drawing aggregate principal amount of all Incremental Equivalent Debt, together with the aggregate principal amount (or committed amount, if applicable) of all Incremental Loans provided pursuant to Section 2.14, shall not exceed the Maximum Incremental Facilities Amount, (ii) if any Incremental Equivalent Debt is secured, it shall be secured only by the Collateral and either be secured on a pari passu basis with the Obligations, in which case the Liens securing such Indebtedness shall be subject to a Pari Passu Intercreditor Agreement, or on a junior lien basis (but on a pari passu basis with any other outstanding Junior Lien Debt), in which case the Liens securing such Junior Lien Debt shall be subject to the Intercreditor Agreement (and the Intercreditor Agreement shall be amended, or amended and restated, in substantially the form of the Restated Intercreditor Agreement, with such modifications thereto as may be reasonably agreed by the Administrative Agent, the Security Agent, the ABL Agent (if any) and the holders of such letters Junior Lien Debt (or their representative agents)), and, if applicable, a Second Lien Intercreditor Agreement, (iii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Credit Parties, (iv) such Incremental Equivalent Debt secured by Liens subject to the Pari Passu Intercreditor Agreement shall not mature or have a Weighted Average Life to Maturity (other than to the extent of credit nominal amortization for periods where amortization has been eliminated) shorter than the Loans, and shall not be subject to mandatory redemption, repurchase, repayment or sinking fund obligation (other than customary offers to repurchase on a change of control, asset sale or casualty event and customary acceleration rights after an event of default, prepayment requirements substantially similar to those applicable to the incurrence Loans and amortization), in each case, prior to the Latest Maturity Date then in effect at the time of such Indebtednessincurrence and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the Loans at the time of such incurrence, and (v) such obligations are reimbursed within thirty Incremental Equivalent Debt that is unsecured or is subject to a Second Lien Intercreditor Agreement shall not mature or require any scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, repayment or sinking fund obligation (30) other than customary offers to repurchase on a change of control, asset sale or casualty event and customary acceleration rights after an event of default, and prepayment requirements substantially similar to those applicable to the Loans), in each case, prior to the date that is 91 days following after the Latest Maturity Date then in effect at the time of such drawing or incurrenceincurrence and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the Loans at the time of such incurrence (and any Permitted Refinancing Indebtedness in respect thereof); (q) obligations any Credit Agreement Refinancing Indebtedness and any Permitted Refinancing Indebtedness in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practicethereof; (ir) Permitted Unsecured Contribution Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)with respect thereto; (s) Permitted Ratio Debt; provided, that the aggregate outstanding principal amount of Indebtedness in respect under this clause (s) of Restricted Subsidiaries that are not Credit Parties shall not exceed the greater of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or $50,000,000 and (y) 20.0% of Consolidated EBITDA at any letter of credit issued time (and in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation each case, Permitted Refinancing Indebtedness in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(brespect thereof), respectively; (t) Indebtedness of a Credit Party that is secured on a pari passu basis with the Obligations (and which may be guaranteed by the other Credit Parties), so long as (i) after giving effect to current the incurrence and application of proceeds thereof, the First Lien Net Leverage Ratio (calculated on a Pro Forma Basis) for the Calculation Period most recently ended does not exceed 4.70:1.00, (ii) such Indebtedness shall not be guaranteed by any Person other than the Credit Parties, (iii) no such Indebtedness shall be secured by any asset of Parent or former officersany of its Restricted Subsidiaries other than the Collateral, directors(iv) such Indebtedness shall not mature or require any scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, managersrepurchase, consultants and employees, their Controlled Investment Affiliates repayment or Immediate Family Members to finance the purchase or redemption of Equity Interests sinking fund obligation (other than Disqualified Equity Interestscustomary offers to repurchase on a change of control, asset sale or casualty event and customary acceleration rights after an event of default and prepayment requirements substantially similar to those applicable to the Loans), in each case, prior to the date that is 91 days after the Latest Maturity Date then in effect and the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the Weighted Average Life to Maturity of the Term Loans at the time of such incurrence (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Loans), (v) the Net Cash Proceeds of such Indebtedness are applied substantially concurrently with the incurrence of such Indebtedness to finance Permitted Acquisitions or other Investments permitted hereunder (including repayment of Indebtedness associated with such Permitted Acquisition or other Investments permitted hereunder and any Capital Expenditures and other expenditures related to the assets acquired in the applicable Permitted Acquisition or other Investments permitted hereunder), (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Intercreditor Agreement and a Pari Passu Intercreditor Agreement (and any Permitted Refinancing Indebtedness in respect thereof) and (vii) if such Indebtedness is in the form of a credit facility incurred within 18 months of the Effective Date, such Indebtedness shall be subject to the provisions of clause (i) of the Borrower (or any direct or indirect parent thereofthird sentence of Section 2.14(a) permitted by Section 7.06to the same effect as if such Indebtedness was in the form of Incremental Term Loans; (u) Parent or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the greater of (ix) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) $50,000,000 and (iiy) any Permitted Refinancing thereof meeting 20.0% of Consolidated EBITDA for the requirements of Permitted Subordinated Indebtednessmost recently ended Calculation Period; (v) unsecured Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower Parent or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) such obligations are incurred in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced connection with open accounts extended by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.supp

Indebtedness. CreateThe Parent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness of the Loan Parties Borrower under any Interest Rate Protection or Other Hedging Agreement or under any similar type of agreement to the Loan Documentsextent such is entered into to satisfy the requirements of Section 7.11; (biii) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees evidenced by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and Capitalized Lease Obligations to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof8.08; provided that the aggregate amount of Indebtedness evidenced by Capitalized Lease Obligations under all such Indebtedness Capital Leases outstanding under this clause (iii) at any one time outstanding shall not exceed $10,000,000 (so long as the greater amount of (A) $90,000,000 and (B) 4.5% of Total Assets as Capitalized Lease Obligations incurred in any one fiscal year of the end Parent does not exceed the amount of Capital Expenditures (other than Permitted Acquisitions) the Test PeriodBorrower and its Subsidiaries is permitted to incur during such fiscal year in accordance with Section 8.08); (fiv) Existing Indebtedness listed on Schedule X but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (v) Indebtedness in amounts, and subject to Liens, permitted under Section 8.01(viii); (vi) (x) Indebtedness of Restricted the Borrower evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 7.15 so long as the amount outstanding at any time shall not exceed $4,000,000 and (y) Capitalized Lease Obligations of Subsidiaries that of the Borrower assumed in connection with Permitted Acquisitions and incurred in accordance with Section 7.15, so long as such (y) Capitalized Lease Obligations were not incurred in anticipation or contemplation of such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Borrower to effect such Permitted Acquisition; (vii) guaranties by the Borrower or any of its Subsidiaries of leases entered into in the ordinary course of business by any Subsidiary of the Borrower; (viii) Indebtedness of the Borrower, and subordinated guarantees thereof by the Subsidiary Guarantors, incurred pursuant to the Senior Subordinated Bridge Loans and the other Senior Subordinated Credit Documents on the Third Restatement Effective Date in an aggregate principal amount not Loan Parties to exceed $125,000,000 (as (x) increased as a result of the increase in the aggregate principal amount of Senior Subordinated Bridge Loans to pay any regularly accruing interest on then outstanding Senior Subordinated Bridge Loans in accordance with the terms of the Senior Subordinated Credit Agreement and (y) reduced by any repayments of principal thereof (including any deemed repayment occurring as a result of any conversion or exchange of the Senior Subordinated Bridge Loans into or for Permitted Subordinated Refinancing Indebtedness incurred pursuant to clause (x) below)); (ix) Indebtedness constituting Intercompany Loans to the extent permitted by Section 8.06(xii); (x) so long as no Default or Event of Default is in existence at the time of the incurrence thereof and immediately after giving effect thereto, Permitted Subordinated Refinancing Indebtedness in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding to exceed the greater sum of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event the aggregate principal amount of Default shall exist or result therefrom, and the Permitted Subordinated Refinancing Indebtedness on the date of the incurrence thereof in accordance with the requirements of the definition thereof plus (y) the Borrower and its Restricted Subsidiaries shall be amount of any increase in Pro Forma Compliance the principal amount thereof incurred to pay any regularly accruing interest on the then outstanding Permitted Subordinated Refinancing Indebtedness in accordance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as terms of the end documentation governing the same minus (z) any repayment of the Test Period last ended, after giving effect to principal of any such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Subordinated Refinancing thereofIndebtedness; (jxi) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnificationBorrower, and subordinated guarantees thereof by the adjustment of Parent and the purchase price or similar adjustments incurred Subsidiary Guarantors, as the case may be, under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or Mezzanine Subordinated Notes and the other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Mezzanine Subordinated Note Documents in an aggregate principal amount at any time outstanding not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting the remainder of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be sum of the aggregate principal amount of the Mezzanine Subordinated Notes on the date of issuance thereof in Pro Forma Compliance accordance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as requirements of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be definition thereof less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter repayment of credit issued in favor principal of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively;such Mezzanine Senior Subordinated Notes; and (txii) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) additional unsecured Indebtedness incurred in the ordinary course of business in respect of obligations of an aggregate principal amount at any time outstanding not to exceed $2,000,000. Notwithstanding anything to the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any)contrary contained above, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Indebtedness incurred to refinance any theretofore outstanding Senior Subordinated Bridge Loans or Permitted Unsecured Subordinated Refinancing DebtIndebtedness may only be incurred pursuant to the provisions of clauses (x) and (xi) of Section 8.05 (and not in reliance on any other provisions of Section 8.05), Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) at no time shall the aggregate principal amount of all Indebtedness outstanding at any time pursuant to clauses (viii), (x) and (xi) exceed $125,000,000 (as the same may be increased as a result of any Non-U.S. Subsidiary to increase in the Borrower or any Restricted Subsidiary representing (i) the deferred payment aggregate principal amount of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to pay any Loan Party that exceeds $1,000,000 regularly accruing interest on such then outstanding Indebtedness in principal amount individually or in accordance with the aggregate terms of the documentation governing the same) and (z) Affiliate Debt shall only be evidenced by a promissory note permitted to be incurred and to remain outstanding if each obligee and each obligor (including any guarantors) with respect to such Affiliate Debt shall be pledged pursuant have become parties to the Security Agreement, and (B) Subordination Agreement in accordance with the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03terms thereof.

Indebtedness. CreateThe Borrower will not, incurand will not permit any Restricted Subsidiary to, assume create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Closing Date and listed set forth in Schedule 7.03(b) 8.01 and any Permitted Refinancing Indebtedness in respect thereof; (c) Guarantees by Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02Subsidiary; provided that (A) no Guarantee any Indebtedness owing by any a Loan Party to a Restricted Subsidiary of any Indebtedness constituting that is not a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee Loan Party shall be subordinated to the Guarantee of the Obligations on terms at least as favorable reasonably satisfactory to the Lenders as those contained in the subordination provisions of such IndebtednessAdministrative Agent; (Ad) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) incurred to finance the purchaseacquisition, repair construction or improvement of any fixed or capital assets within (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the limitations set forth in Section 7.01(i) acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing thereofIndebtedness in respect of any of the foregoing; provided that the aggregate principal amount of all such Indebtedness at any one time outstanding incurred in reliance on this clause (d) shall not exceed the greater of (i) $200,000,000 and (ii) 9.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at any time outstanding; (e) obligations in connection with any Permitted Receivables Financing; (i) unsecured Indebtedness of the Loan Parties; provided that (x) both immediately before and after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis, (y) such indebtedness (A) $90,000,000 shall have a maturity date no earlier than 91 days following the then Latest Maturity Date (as of the date such Indebtedness was incurred) and (B) 4.5% shall not require any scheduled payment of Total Assets principal prior to the maturity date thereof and (z) the covenants and events of default contained in such Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined in good faith by a Responsible Officer of the end Borrower) than the terms of this Agreement unless the Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 Lenders and (Bii) 4.5% of Total Assets as Permitted Refinancing Indebtedness in respect of the end of the Test Periodforegoing; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition (provided that such Indebtedness was not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary) so long as, immediately after giving effect to such Permitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and any Permitted Refinancing Indebtedness in respect of Swap Contracts not incurred for speculative purposesthe foregoing; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisitionrespect of Swap Contracts; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause Swap Contracts are (i)(A), (xor were) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale purpose of Equity Interests of a Non-U.S. Subsidiary by the Borrower mitigating risks associated with fluctuations in interest rates, foreign exchange rates or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementcommodity prices, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.speculation;

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of the any Loan Parties under the Party pursuant to any Loan DocumentsDocument; (b) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary Guarantor to the Borrower or any other Subsidiary; (c) Guarantee Obligations of the Borrower, Holdings and any Subsidiary of the Borrower in respect of the Guarantee and Collateral Agreement; (d) Guarantee Obligations incurred by the Borrower or any of its Subsidiaries of obligations of any Subsidiary Guarantor or the Borrower; (e) Guarantee Obligations of the Borrower in respect of obligations under the Letter of Credit Facilities; (f) Indebtedness outstanding on the date hereof or required to be incurred pursuant to a Contractual Obligation in existence on the date hereof (other than AESOP Indebtedness and Securitization Indebtedness) and listed in on Schedule 7.03(b7.2(f) and any Permitted Refinancing thereof; (cg) Guarantees Indebtedness (including, without limitation, Capital Lease Obligations) secured by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent Liens permitted by Section 7.02; provided that (A7.3(h) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 100,000,000 at any one time outstanding; (oh) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including and Avis Budget Finance in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs Senior Unsecured Notes and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practicePermitted Refinancing thereof; (i) Permitted Unsecured Indebtedness so long as (x) unsecured Guarantee Obligations of Holdings and any Subsidiary of the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness Senior Unsecured Notes; provided that each guarantor under the Loan Documents pursuant to Section 2.05(b)(iv) Senior Unsecured Notes or 10.07(l) and (ii) any Permitted Refinancing thereof meeting shall be a guarantor of the requirements of Permitted Subordinated IndebtednessObligations pursuant to the Guarantee and Collateral Agreement or such other agreement as the Administrative Agent may approve in its reasonable discretion; (vj) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and servicesAESOP Indebtedness; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Indebtedness of owing by (i) any Subsidiary Guarantor to another Subsidiary Guarantor or the Borrower and its Subsidiaries outstanding on and/or (ii) the date hereof and listed in Schedule 7.03(b) and Borrower to any Permitted Refinancing thereofSubsidiary Guarantor, so long as any notes evidencing intercompany indebtedness are pledged to the Collateral Agent pursuant to the Pledge Agreement; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to (x) the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgageSenior Notes, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) to exceed $90,000,000 155,000,000 and (By) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01Senior Guaranties; (i) Capitalized Lease Obligations of the Borrower and its Subsidiary Guarantors to the extent permitted by Section 8.05 and (Aii) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to purchase money mortgages or security interests permitted by Section 8.03(b), provided that the aggregate Indebtedness permitted by this clause (i)(A), (xd) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 500,000 at any time outstanding; (oe) Indebtedness consisting of (A) outstanding on the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by Initial Borrowing Date representing loans and advances to the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in under the ordinary course of business, including in respect of workers compensation claims, health, disability or Lexington Facility until repaid as required by Section 7.11 [and other employee benefits or property, casualty or liability insurance or self-insurance or other Existing Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10on Annex VI hereto, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after without giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing any subsequent extension, renewal or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)refinancing thereof;] (sf) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) unsecured Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments (including open accounts extended by suppliers on normal trade terms in connection with such purchases of goods and services; (w) , but excluding all premiums (if any), interest (including post-petition interest), fees, expenses, charges Indebtedness incurred through the borrowing of money and additional or contingent interest on obligations described in clauses (a) through (vall Contingent Obligations); (xg) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) additional Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted and the Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary Guarantors not to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or exceed an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in aggregate outstanding principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03$5,000,000 at any time.

Indebtedness. CreateThe Borrower, incur, assume the Parent and their respective Subsidiaries will not incur or suffer permit to exist any Indebtedness, exceptIndebtedness other than the Obligations and the following: (a) Permitted Other Indebtedness in an amount that does not cause a breach at any time of the Loan Parties under the Loan Documentscovenants contained in Article VII; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofCapital Leases for personal property; (c) Guarantees Interest Rate Agreements permitted under this Agreement; and (d) Any of the following Indebtedness incurred by the Borrower Parent or any Restricted Subsidiary the Borrower: (i) guaranties in respect connection with Permitted Other Indebtedness secured by an Owned Hospitality Property or interest in a Person owning a Hospitality Property of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed Hospitality Property is subordinated subject to a ground lease, the Obligations, payment of rent and performance of obligations under such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02ground lease, (B) Indebtedness of any Non U.S. Subsidiary owed real estate taxes relating to a Non U.S. Subsidiarysuch Hospitality Property, including, pursuant to any cash management facility or and (C) capital reserves required under such Indebtedness, provided that such guaranties do not include guaranties of the Permitted Other Indebtedness itself; (ii) guaranties of any Non U.S. Subsidiary the payment of rent and performance of obligations under a ground lease for an Owned Hospitality Property which is Collateral; (iii) customary recourse “carve-outs” for Indebtedness permitted under this Agreement which is otherwise non-recourse to the Parent, the Borrower and their respective Subsidiaries; (iv) guaranties of franchise and license agreements in connection with Hospitality Properties; and (v) guaranties of obligations of the Parent’s Subsidiaries or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000Unconsolidated Entities with respect to Permitted Property Agreements and Permitted Housing Agreements; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement;and (e) Attributable extensions, renewals and refinancing of any of the Indebtedness and purchase money obligations specified in paragraphs (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financingsa) to finance — (d) above so long as the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03thereby increased.

Indebtedness. Create(a) [Reserved] (b) The Loan Parties will not permit any Non-Guarantor Subsidiary to create, incur, assume or suffer permit to exist any Indebtedness, except: (ai) Indebtedness of the Loan Parties under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security AgreementWholly Owned Subsidiary; (eii) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) incurred to finance the purchaseacquisition, repair construction, repair, development or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, in each case secured by Liens within the limitations limits set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; 6.02(a)(ii)(B), provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair, development or improvement; (iii) Indebtedness of a Person existing at the time such Person becomes a Non-Guarantor Subsidiary on or after the MWE Acquisition Closing Date or is merged with or into a Non-Guarantor Subsidiary on or after the MWE Acquisition Closing Date and, in each case, not incurred in contemplation of such Permitted Acquisitiontransaction; (iv) extensions, refinancings, renewals or replacements of the Indebtedness permitted by clause (ii) or (iii) above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement; (v) other Indebtedness of Non-Guarantor Subsidiaries; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)the sum, (x) no Event of Default shall exist or result therefromwithout duplication, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing outstanding aggregate principal amount of insurance premiums or all Indebtedness of Non-Guarantor Subsidiaries other than as permitted in clauses (i) through (iv) above, plus (B) takethe outstanding aggregate amount of Attributable Debt under all Sale and Leaseback Transactions of the Loan Parties and their Subsidiaries permitted under Section 6.02(b)(ii), plus (C) the outstanding aggregate principal amount of all Indebtedness (other than Indebtedness permitted by clauses (i) through (iv) of this Section 6.01(b)) or other obligations of the Loan Parties and their Subsidiaries secured by Liens permitted under Section 6.02(a)(ii)(B), Section 6.02(a)(ii)(E), Section 6.02(a)(ii)(G) and Section 6.02(a)(ii)(I), shall not exceed 15% of Consolidated Net Tangible Assets at the time of incurrence or assumption thereof; and (vi) Indebtedness of any Non-orGuarantor Subsidiary as an account party in respect of trade letters of credit or in respect of bid, performance or surety bonds, workers’ compensation claims or self-pay obligations contained in supply arrangementsinsurance obligations, in each case, in the ordinary course of business; (p) Indebtedness case incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect reimbursement obligations of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or selfany Non-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Guarantor Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of its business in with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims and self-insurance obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case other than guarantees of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price and obligations for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiarymoney borrowed); provided that (Ax) in each case, any such MWE Senior Notes Indebtedness shall cease to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced constitute Indebtedness permitted by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (iiii) if or (iv) above from and after the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or date (the “first tier” holding company thereof Deemed Incurrence Date”) that is a wholly owned Non-U.S. Subsidiaryninety (90) days (or, if agreed by the Administrative Agent in its sole discretion, 120 days) after the MWE Acquisition Closing Date (and for the avoidance of doubt, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual not constitute Indebtedness permitted by clause (ii) above) and for purposes of interest or dividends, determining compliance with this Section 6.01 any MWE Senior Note Indebtedness outstanding on the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness Deemed Incurrence Date shall in each case not be deemed to be an incurrence of incurred on the Deemed Incurrence Date, and (y) the following Indebtedness shall not constitute Indebtedness permitted by clause (iii) above, and any such Indebtedness outstanding on the MWE Acquisition Closing Date shall be deemed to be incurred on the MWE Acquisition Closing Date for purposes of determining compliance with this Section 7.036.01: Indebtedness of MWE or any of its subsidiaries for borrowed money, debt securities or Guarantees thereof, issued or incurred during the period from and after July 11, 2015 through the MWE Acquisition Closing Date (or issued pursuant to options, warrants, calls or other rights to acquire any debt securities that were issued during such time period).

Indebtedness. CreateThe Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Scheduled Existing Indebtedness outstanding on the Effective Date and listed on Schedule 9.04 (as reduced by any repayments of principal thereof other than with the proceeds of Permitted Refinancing Indebtedness), without giving effect to any subsequent extension, renewal or refinancing thereof except through one or more issuances of Permitted Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Loan Parties Administrative Borrower under (x) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04 and (y) other Hedge Agreements entered into in the Loan Documents; ordinary course of business and providing protection to the Administrative Borrower and its Restricted Subsidiaries against fluctuations in currency values in connection with the Administrative Borrower’s or any of its Restricted Subsidiaries’ operations, in either case so long as the entering into of such Interest Rate Protection Agreements or other Hedge Agreements are bona fide hedging activities and are not for speculative purposes; (biv) Indebtedness of the Administrative Borrower and its Restricted Subsidiaries outstanding on the date hereof evidenced by Capitalized Lease Obligations, mortgage financings and listed purchase money Indebtedness described in Schedule 7.03(bSections 9.01(vi) and (vii); provided, that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, mortgage financings and purchase 115 US-DOCS\165738679.9167823649.8 money Indebtedness permitted by this clause (iv), together with any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary Indebtedness in respect of thereof, exceed $20,000,000 at any one time outstanding; (v) Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and constituting Intercompany Loans to the extent permitted by Section 7.029.05(viii) or other Intercompany Debt otherwise permitted by Section 9.05; provided provided, however, that (Ax) no Guarantee any subsequent issuance or transfer of Equity Interests or any other event which results in any such Indebtedness being beneficially held by any a Person other than the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower, and (y) any sale or other transfer of any such Indebtedness constituting to a Specified Junior Financing Obligation Person other than the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower, shall be permitted unless deemed, in each case, to constitute an incurrence of such Indebtedness by the Administrative Borrower or such Restricted Subsidiary, as the case may be; (vi) Indebtedness consisting of guaranties (x) by a Borrower and any Subsidiary shall have also provided a Guarantee Guarantor of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement, (y) by Foreign Restricted Subsidiaries of the Obligations substantially on Administrative Borrower of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms set forth in of this Agreement, or (z) by Restricted Subsidiaries who are not Credit Parties of each other’s Indebtedness and lease and other contractual obligations not restricted by the applicable Guaranty to the extent required by Section 6.12 and terms of this Agreement; (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (Avii) Indebtedness of (x) the Administrative Borrower or any Loan Party owing a Restricted Subsidiary of the Administrative Borrower assumed or acquired pursuant to a Permitted Acquisition or other permitted Investment or (y) Persons that are acquired by the Administrative Borrower or any Restricted Subsidiary to or merged into or consolidated with the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Administrative Borrower or any a Restricted Subsidiary in accordance with this Agreement (or Indebtedness assumed at the time of a Permitted Acquisition or other permitted Investment of an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that asset securing such Indebtedness) (any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgageIndebtedness, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i“Permitted Acquired Debt”) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; thereof; provided, that (hx) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is was not incurred in connection with, or in anticipation or contemplation of of, such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist Acquisition or result therefrom, other permitted Investment and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as each of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and Payment Conditions is satisfied; (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (jviii) Indebtedness representing deferred compensation to employees arising from customary credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), Cash Management Services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnificationa check, the adjustment of the purchase price draft or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued instrument drawn against insufficient funds in the ordinary course of business, including in so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence; (ix) Indebtedness of the Administrative Borrower and its Restricted Subsidiaries with respect of workers to workers’ compensation claims, health, disability or other employee benefits or benefits, property, casualty or liability insurance or insurance, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit tax or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing other guarantees or incurrence; (q) obligations in respect of surety, stay, customs and appeal other similar bonds, performance bonds and performance instruments or obligations and completion guarantees and warranties provided by the Administrative Borrower or any a Restricted Subsidiary or relating to liabilities, obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness guarantees incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); business; (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt Indebtedness evidenced by the Existing Letters of Credit and Permitted Second Priority Refinancing Debt, other letters of credit and the Administrative Borrower’s continuing reimbursement obligations in each case of a Loan Partyrespect thereof in an aggregate amount not to exceed $5,000,000 at any one time outstanding; and (yxi) Indebtedness of any Non-U.S. Subsidiary the Administrative Borrower and its Restricted Subsidiaries with respect to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or customer deposits and advance payments received in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case ordinary course of clause (i) if the Equity Interests of the transferred Non116 US-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03DOCS\165738679.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party pursuant to any Loan Document (including any Indebtedness incurred pursuant to the Loan Parties under the Loan DocumentsIncremental Facility); (b) unsecured Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary; (c) unsecured Indebtedness of any Subsidiary to TWTC that arises from the making of payments by TWTC to a third party on behalf of the Borrower or its Subsidiaries related to ordinary course expenses of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofSubsidiaries; (cd) Guarantees Guarantee Obligations incurred in the ordinary course of business (i) by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted other Subsidiary of TWTC of obligations of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless Wholly Owned Subsidiary Guarantor and (ii) by TWTC of obligations of its Subsidiaries with respect to (x) such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth Subsidiaries’ real estate leases or (y) such Subsidiaries’ obligations under agreements with municipalities or building entry agreements, in each case entered into in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee ordinary course of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementbusiness; (e) Attributable Indebtedness outstanding on the Closing Date and purchase money obligations (including obligations listed on Schedule 7.2(e), together with any Refinancings thereof, so long as there is no additional obligor with respect thereto and without shortening the maturity thereof or increasing the principal amount thereof, except to the extent of fees and expenses incurred in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and connection with any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test PeriodRefinancing; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (Aincluding, without limitation, Capital Lease Obligations) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to secured by Liens permitted under by Section 7.01; (i7.3(g) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 40,000,000 at any one time outstanding; (og) Indebtedness consisting Hedge Agreements with any Lender or any Affiliate of any Lender so long as such Hedge Agreements are not entered into for speculative purposes; (Ah) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, Cash Management Obligations incurred in the ordinary course of business; (pi) Indebtedness incurred by the Borrower of any Subsidiary acquired in connection with any Investment permitted pursuant to Section 7.8(i) or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business(j), including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Revolving Default or Revolving Event of Default shall have has occurred and be is continuing or would result therefrom, (ii) Permitted Second Lien such Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is existed at the time such Person became a Subsidiary and was not incurred in anticipation thereof, (iii) no Person other than such Subsidiary becomes an obligor in respect of such Indebtedness required and (iv) the aggregate principal amount of such Indebtedness shall not exceed $75,000,000 at any one time outstanding; (j) unsecured Indebtedness consisting of guaranties of loans made to comply officers, directors or employees of TWTC or of any Subsidiary of TWTC in an aggregate amount which, when added to the outstanding principal amount of loans and advances made pursuant to Section 7.8(d), shall not exceed $5,000,000 at any one time outstanding; (k) unsecured Indebtedness of TWTC (or of a Subsidiary) to the Borrower or any other Subsidiary in connection with Section 7.10dividends, distributions or advancements made pursuant to clause (b), (yc), (d), (e), (f), (g) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as or (h) of Section 7.6; (l) unsecured Indebtedness of the end Borrower or of the Test Period then last ended, after giving effect any Wholly Owned Subsidiary Guarantor to such incurrence and (z) no Event of TWTC; provided that if a Default shall have occurred and be continuing or would result therefromcontinuing, and (iii) any Permitted Refinancing the Required Revolving Lenders, acting through the Administrative Agent, shall so request, all such Indebtedness promptly shall be evidenced by one or more Intercompany Subordinated Notes of Indebtedness incurred pursuant to clause (i) the Borrower or (ii)such Wholly Owned Subsidiary Guarantor, as the case may be; (sm) Indebtedness in respect unsecured trade accounts payable of (x) TWTC, the Borrower or any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into their respective Subsidiaries incurred in the ordinary course of business or and not more than 120 days past due (y) but excluding any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(bIndebtedness for borrowed money), respectively; (tn) reimbursement obligations of TWTC, the Borrower or any of their respective Subsidiaries incurred in the ordinary course of business related to performance bonds posted in connection with the installation of fiber facilities and similar activities in an aggregate amount not to exceed $40,000,000 at any one time outstanding; (i) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance of the purchase or redemption Borrower in respect of Equity Interests the High Yield Notes (other than Disqualified Equity Intereststhe Convertible Notes) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness in an aggregate principal amount not to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) exceed $640,000,000 and (ii) Guarantee Obligations of TWTC and any Permitted Refinancing thereof meeting the requirements Subsidiary Guarantor in respect of Permitted Subordinated such Indebtedness; (vp) Indebtedness letters of credit incurred in the ordinary course of business in an aggregate amount which, when added to the aggregate amount of L/C Obligations then outstanding, shall not exceed $35,000,000; (q) unsecured Indebtedness of TWTC (but not any Subsidiary of TWTC) so long as (i) no Revolving Default or Revolving Event of Default has occurred and is continuing or would result therefrom, (ii) the Net Cash Proceeds thereof shall be (x) used to Refinance, in whole or in part, the High Yield Notes (or any refinancing Indebtedness thereof) in accordance with Section 7.9 or (y) retained by TWTC in order to effectuate a substantially concurrent Refinancing, in whole or in part, of the Convertible Notes (or any refinancing Indebtedness thereof) in accordance with Section 7.9 or redemption or repurchase of any Convertible Notes (or any refinancing Indebtedness thereof) in accordance with the last sentence of Section 7.9 (provided that, in the case of this clause (y), such Indebtedness shall meet the criteria of refinancing Indebtedness described in Section 7.9(a)) and (iii) after giving effect to the incurrence of such Indebtedness, TWTC shall be in pro forma compliance with the covenants contained in Section 7.1 to the extent such covenants are then in effect; (i) unsecured Indebtedness of the Borrower so long as (a) no Revolving Default or Revolving Event of Default has occurred and is continuing or would result therefrom, (b) the Net Cash Proceeds thereof shall be (x) used to Refinance, in whole or in part, the High Yield Notes (other than the Convertible Notes) (or any refinancing Indebtedness thereof) in accordance with Section 7.9 or (y) retained by the Borrower in order to effectuate a substantially concurrent redemption or repurchase of any High Yield Notes (other than Convertible Notes) (or any refinancing Indebtedness thereof) in accordance with the last sentence of Section 7.9 (provided that, in the case of this clause (y), such Indebtedness shall meet the criteria of refinancing Indebtedness described in Section 7.9(a)) and (c) after giving effect to the incurrence of such Indebtedness, TWTC shall be in pro forma compliance with the covenants contained in Section 7.1 to the extent such covenants are then in effect; and (ii) Guarantee Obligations of TWTC and any Subsidiary Guarantor in respect of obligations such Indebtedness; (s) unsecured Indebtedness of TWTC (but not any Subsidiary of TWTC) in an aggregate principal amount not to exceed $500,000,000 at any one time outstanding, so long as (i) no Revolving Default or Revolving Event of Default has occurred and is continuing or would result therefrom, (ii) such Indebtedness shall not mature prior to the date that is one year after the Revolving Termination Date, (iii) the Net Cash Proceeds thereof shall be (x) retained by TWTC in order to effectuate a substantially concurrent Investment or Permitted Acquisition or purchase or redemption of TWTC’s common stock or (y) contributed to the Borrower as either equity or debt to the extent TWTC has cash and Cash Equivalents in excess of $25,000,000 in the aggregate (provided that to the extent contributed as debt, such debt shall be evidenced by an Intercompany Subordinated Note, if otherwise required to be so evidenced pursuant to Section 7.2(l)) and (iv) after giving effect to the incurrence of such Indebtedness, TWTC shall be in pro forma compliance with the covenants contained in Section 7.1 to the extent such covenants are then in effect; (t) Indebtedness of TWTC in respect of the Convertible Notes in an aggregate principal amount not to exceed $374,000,000; (u) unsecured Indebtedness of the Borrower in an aggregate principal amount not to exceed $200,000,000 at any one time outstanding, so long as (i) no Revolving Default or Revolving Event of Default has occurred and is continuing or would result therefrom, (ii) such Indebtedness shall not mature prior to the date that is one year after the Revolving Termination Date and (iii) after giving effect to the incurrence of such Indebtedness, TWTC shall be in pro forma compliance with the covenants contained in Section 7.1 to the extent such covenants are then in effect; and (v) additional Indebtedness of the Borrower or any Restricted Subsidiary of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to pay exceed $50,000,000 at any one time outstanding. For purposes of determining compliance with this Section 7.2, in the deferred purchase price event that an item of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debtthe above clauses, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) TWTC, as applicable, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness and only be required to include the deferred payment amount and type of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests one of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03clauses.

Indebtedness. CreateSuch Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) (i) Indebtedness created under the Loan Documents (including with respect to Specified Refinancing Debt), (ii) Indebtedness of the Loan Parties under evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in respect thereof and (iii) Indebtedness of the Loan DocumentsParties evidenced by Refinancing Junior Loans and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness in respect of (i) the Borrower Pari Passu Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “Pari Passu Notes”), (ii) [reserved] and its Subsidiaries outstanding (iii) the NewExisting Senior Unsecured Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “NewExisting Senior Unsecured Notes”); (c) Indebtedness existing on the date hereof and listed set forth in Schedule 7.03(b) 6.01 and amendments, modifications, extensions, renewals and replacements of any Permitted Refinancing thereof;such Indebtedness that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; CREDIT AGREEMENT, Page 114 (cd) Guarantees by Indebtedness among the Parent Borrower and its Subsidiaries (including between or among Subsidiaries); provided that, (i) all such Indebtedness of any Loan Party owing to an Excluded Subsidiary must, subject to applicable law, regulations and orders of any Governmental Authority, be expressly subordinated to such Loan Party’s Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, it being understood that payments may be made thereon unless an Event of Default has occurred and is continuing and the Loans have been accelerated in accordance with Section 8.01 and (ii) any Indebtedness owing to the Parent Borrower or any Restricted Subsidiary in respect by any Excluded Subsidiary shall be subject to compliance with Section 6.04; (e) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04, (ii) Guarantees permitted under this clause (e) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no NewExisting Senior Unsecured Notes, Pari Passu Notes, Refinancing Notes or any Refinancing Junior Loans shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party (or becomes a Loan Party substantially simultaneously therewith) that has Guaranteed the applicable Obligations or Foreign Obligations pursuant to a Guaranty Agreement; (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair or improvement of any assets (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings), (ii) Indebtedness of the Parent Borrower or any Restricted Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition thereof, and (iii) any amendments, modifications, extensions, renewals and replacements of any such Indebtedness permitted by this clause (f) that do not increase the outstanding principal amount thereof except as otherwise permitted hereunder and to the extent permitted by this Section 7.026.01; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty case of clause (f)(i), such Indebtedness is incurred prior to or within 270 days after such acquisition or the extent required by Section 6.12 completion of such construction, repair or improvement and (B) if in the Indebtedness being Guaranteed is subordinated case of clauses (f)(i) and (f)(ii), on a Pro Forma Basis after giving effect to the Obligations, such Guarantee shall be subordinated to the Guarantee incurrence of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of any such Indebtedness; (A) Indebtedness of , the Parent Borrower or any Loan Party owing to is in compliance with the Borrower or any Restricted Subsidiary to Financial Covenants and the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall Parent Borrower’s Secured Leverage Ratio does not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period;4.00 to 1.00. (g) Indebtedness arising in respect connection with Swap Agreements permitted by Section 6.07; provided that Guarantees by any Loan Party of Swap Contracts not incurred for speculative purposes; (h) such Indebtedness (other than for borrowed money) of any Excluded Subsidiary shall be subject to Liens permitted under compliance with Section 7.016.04; (i) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof and (ii) amendments, modifications, extensions, renewals and replacements thereof which do not increase the principal amount thereof except as otherwise permitted by this Section 6.01; provided that in the case of clause (h)(i) (A) such Indebtedness (exists at the time such Person becomes a Restricted Subsidiary and is not constituting Disqualified Equity Interests) assumed created in contemplation of or in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior Person becoming a Restricted Subsidiary, and (B) on a Pro Forma Basis after giving effect to the incurrence of any Indebtedness incurred pursuant to this clause (i)(A)such Indebtedness, (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior does not exceed 5.50 to 1.00 and the consummation Secured Leverage Ratio does not exceed 4.00 to 1.00; (i) obligations in respect of such Permitted Acquisition workers compensation claims, health, disability or other employee benefits, unemployment insurance and (B) other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self insurance obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Parent Borrower or any Permitted Refinancing thereofRestricted Subsidiary, in each case in the ordinary course of business; (j) Indebtedness representing deferred compensation to employees the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Parent Borrower or any Restricted Subsidiary; (k) Indebtedness to the extent constituting obligations for indemnificationIndebtedness, the adjustment of the customary indemnification and purchase price adjustments or similar adjustments obligations (including earn-outs) incurred under agreements for a Permitted Acquisition or Dispositionassumed in connection with Investments and Dispositions otherwise permitted hereunder; (l) Indebtedness consisting of to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations of and liabilities to the Borrower or any Restricted Subsidiary extent they are permitted to remain unfunded under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitionsapplicable law; (m) Cash Management Obligations to the extent constituting Indebtedness, deferred compensation payable to directors, officers, employees, members of management or consultants of the Parent Borrower and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accountsthe Restricted Subsidiaries; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstandingrespect of repurchase agreements constituting Permitted Investments; (o) Indebtedness consisting of promissory notes issued by the Parent Borrower or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent Borrower permitted by Section 6.08; (Ap) cash management obligations and Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary in respect of netting services, overdraft protections, commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, incentive, supplier finance or similar programs, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management and similar arrangements, in each case entered into in the ordinary course of business in connection with cash management, including among the Parent Borrower and its Subsidiaries, and deposit accounts; (i) Indebtedness consisting of the financing of insurance premiums or and (Bii) take-or-pay obligations contained in supply arrangementsconstituting Indebtedness of the Parent Borrower or any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (pr) Indebtedness incurred by the a Loanthe Parenty Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit (other than Letters of Credit issued pursuant to this Agreement), bank guarantees or similar instruments entered into in the ordinary course of business, including business and the obligations arising under drafts accepted and delivered in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness connection with respect to reimbursement-type obligations regarding workers compensation claimsa drawing thereunder; provided that (i) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) 30 days following such drawing or incurrence; incurrence and (qii) obligations in respect the aggregate outstanding face amount of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of all such letters of credit related thereto, in each case in or bank guarantees does not exceed the ordinary course greater of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is $20,000,000 and 0.5% of Consolidated Total Assets at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)time; (s) Indebtedness in respect obligations, contingent or otherwise, for the payment of (x) money under any bankers’ acceptancenoncompete, letter of credit, warehouse receipt consulting or similar facilities agreement entered into in with the ordinary course seller of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (a Target or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (t) Indebtedness of the sale type described in clause (e) of Equity Interests the definition thereof to the extent the related Lien is permitted under Section 6.02; (u) Indebtedness consisting of or relating to Receivables Facilities; (v) other Indebtedness of the Parent Borrower and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of $150,000,000 and 3.0% of Consolidated Total Assets at any time outstanding; (w) Indebtedness in the form of (i) Guarantees of Indebtedness of the Renewable Diesel Joint Venture; provided that on a Non-U.S. Subsidiary by Pro Forma Basis after giving effect to the incurrence of such Guarantee, the Parent Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, would have been in compliance with the covenant set forth in Section 7.02 as of the last day of the immediately preceding fiscal quarter and (ii) Guarantees of any obligation to make an Investment in the purchase price of non-U.S. intellectual property rights Renewable Diesel Joint Venture permitted to be made in accordance with Section 6.04; (i) additional Indebtedness to the extent that on a Pro Forma Basis after giving effect to the incurrence of such Investment Indebtedness, the Parent Borrower is permitted in compliance with the covenant set forth in Section 7.02 and (ii) Permitted Refinancing Indebtedness with respect to Indebtedness referred to in clause (i). (y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate amount outstanding not to exceed the greater of $150,000,000 and 3.0% of Consolidated Total Assets in the aggregate provided such Indebtedness is either (i) unsecured (but which may be guaranteed by the Parent Borrower pursuant to Section 7.02(w)(ii6.01(e))) or an allocation (ii) secured by only the Equity Interests in or assets of development costs for intellectual property used by any Non-U.S. Restricted Subsidiary that is not a Subsidiary Loan Party; (z) intercompany Indebtedness among the Parent Borrower and its Subsidiaries described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein; (iiiaa) any liability of the Group arising under a management or other fee owed declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code, issued prior to the Borrower date of this Agreement or any joint and several liability (hoofdelijke aansprakelijkheid) under any fiscal unity (fiscale eenheid) for services Dutch corporate income purposes provided that all members of the fiscal unity are members of the Group; (bb) (i) notes or loans (or commitments in respect thereof) that are unsecured, or secured by Liens on the Borrower Collateral ranking junior to or a Loan Party pari passu with the Liens securing the Credit Facilities outstanding on the FourthFifth Amendment Date pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any such Non-U.S. SubsidiaryIndebtedness, “Incremental Equivalent Debt”); provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in the aggregate outstanding principal amount individually or in of all Incremental Equivalent Debt shall not exceed the aggregate shall amount permitted to be evidenced by a promissory note and shall be pledged pursuant to incurred under the Security AgreementIncremental Amount, and (B) the incurrence of such Indebtedness shall be subject to clauses (i), (ii), (iv), and solely in the case of loans (or commitments in respect thereof) which rank pari passu in right of payment and with respect to security with the Term B Loans outstanding on the FourthFifth Amendment Date, clause (ivi) of Section 2.20(d) as if such Incremental Equivalent Debt constituted Incremental Term Loans, (C) the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior financial maintenance covenants (if any) applicable to such transferIncremental Equivalent Debt shall not be, then 65% of when taken as a whole, materially more favorable, to the voting Equity Interests and 100% of the non-voting Equity Interests holders of such Non-U.S. Subsidiary, Indebtedness than those applicable under this Agreement (except for such financial maintenance covenants applicable only to periods after the Latest Maturity Date or the “first tier” holding company Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each Credit Facility (which such amendment may be effected by an amendment signed by the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment) and, for the avoidance of doubt, it being understood that if such financial covenant is a wholly owned Non-U.S. Subsidiary“springing” financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be pledged pursuant automatically included in this agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder) and (D) solely with respect to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends Indebtedness in the form of additional loans which rank pari passu in right of payment, and secured by Liens on the Collateral ranking pari passu with the Liens securing, the Term B Loans outstanding on the FourthFifth Amendment Date, all other terms with respect to such loans which are materially more restrictive (taken as a whole) than those with respect to the Loans under the existing applicable Class of Credit Facility shall be (x) permitted by clauses (A) through (C) of the preceding sentence, (y) applicable only after the Latest Maturity Date of the relevant Credit Facility outstanding on the FourthFifth Amendment Date (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), or (z) otherwise be reasonably satisfactory to the Administrative Agent; provided that documentation governing any such loan may include such materially more restrictive terms so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such term for the benefit of each Credit Facility of the same Class (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)) and (ii) Permitted Refinancing Indebtedness shall with respect to the Indebtedness referred to in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.clause (bb)(i) above;

Indebtedness. CreateThe Borrower will not, incurand will not permit any Restricted Subsidiary to, assume create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan DocumentsSecured Obligations; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Original Effective Date and listed set forth in Schedule 7.03(b6.01 and extensions, renewals and replacements of any such Indebtedness (other than Indebtedness under the Senior Notes) and any Permitted Refinancing that do not increase the outstanding principal amount thereof; (c) Guarantees by Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such IndebtednessSubsidiary; (Ad) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) incurred to finance the purchaseacquisition, repair construction or improvement of any fixed or capital assets within the limitations set forth in Section 7.01(i) (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Permitted Refinancing 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 all such Indebtedness at any one time outstanding permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding; (e) obligations in connection with any Permitted Receivables Financing, to the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodextent such obligations constitute Indebtedness; (f) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries; provided that (i) if such Indebtedness is incurred by one or more Restricted Subsidiaries (as a primary obligor and not as a guarantor of the Borrower’s obligations), the aggregate principal amount of such Indebtedness, when aggregated with the aggregate principal amount of secured Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; 6.01(j) below, shall not exceed $50,000,000 at any one time outstanding, (iii) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior before and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)the incurrence of such Indebtedness, (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance pro forma compliance with the covenant financial covenants set forth in Section 7.10, if then in effect, 6.11 and (iii) the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance aggregate principal amount of such Indebtedness which is incurred by the Borrower during the term of this Agreement and (2) which matures before the Total Leverage Ratio immediately prior to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇ Maturity Date shall not exceed $500,000,000 unless the consummation portion of the proceeds of such Indebtedness in excess of $500,000,000 are used to prepay the Tranche A Term Loans and the Tranche B Term Loans on a ratable basis or on a basis reflecting a greater percentage of the Tranche B Term Loans; (g) Indebtedness of a Restricted Subsidiary (i) consisting of tax-advantaged industrial revenue bond, industrial development bond or other similar financings assumed (or taken subject to) in connection with (but not incurred in connection with or in anticipation of) a Permitted Acquisition and (Bii) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation existing at the time such Person becomes a Restricted Subsidiary pursuant to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) provided that such Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements was not incurred by such Person in connection with Permitted Acquisitionswith, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary; (mh) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not Swap Agreements to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practiceextent permitted hereunder; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yj) other secured Indebtedness of any Non-U.S. Subsidiary to the Borrower or any and its Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of Subsidiaries in a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or up to but not exceeding $50,000,000 in the aggregate shall be evidenced by at any one time outstanding; provided that, the aggregate principal amount of secured Indebtedness of one or more Restricted Subsidiaries (as a promissory note primary obligor and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests not as a guarantor of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transferBorrower’s obligations) permitted under this Section 6.01(j), then 65% when aggregated with the aggregate principal amount of the voting Equity Interests and 100% unsecured Indebtedness of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. SubsidiaryRestricted Subsidiaries permitted under Section 6.01(f) above, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $50,000,000 at any one time outstanding.

Indebtedness. CreateThe Irish Holdco, the Irish Sub Holdco, the Lux Holdco and each Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan DocumentsSecured Obligations; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof ClosingAmendment No. 1 Effective Date and listed set forth in Schedule 7.03(b) 6.01 and any Permitted Refinancing thereofrefinancing, extensions, renewals or replacements of any such Indebtedness that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated with such Indebtedness); (c) Guarantees by Indebtedness (i) outstanding on the Borrower Closing Date (after giving effect to the Refinancing)Amendment No. 1 Effective Date under (A) the 2008 Subordinated Convertible NotesExisting Senior Notes, (B) the Existing2013 Senior Notes, (C) the 2014 Senior Notes and (CD) the 20132015 Senior Notes and (ii) in each case, any Permitted Refinancing Indebtedness in respect thereof (including any Permitted Refinancing Indebtedness incurred on or any Restricted Subsidiary prior to the ClosingAmendment No. 1 Effective Date in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that described in preceding clausesclause (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness)); (Ad) Indebtedness of the Borrower or Irish Holdco to any Loan Party owing to the Borrower or Restricted Subsidiary and of any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02Irish Holdco or any other Restricted Subsidiary (including, without limitation, pursuant to any Intercompany Proceeds Loans and to consummate the Transactions (Bincluding, without limitation, the Acquisition and each other transaction set forth in the Structure Paper) and the Par Transactions); provided that (wx) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time that is not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount to any Loan Party shall be evidenced by a promissory note and shall be pledged pursuant subject to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i6.04(d), (x) any Indebtedness consisting of any Intercompany Proceeds Loan shall be represented by a promissory note pledged to the Collateral Agent as provided in the definition of Intercompany Proceeds Loan contained herein, (y) any such Indebtedness owed by Endo or any of its Restricted Subsidiaries as described in this clause (d) shall be unsecured, except that (1) the Endo Secured Intercompany Proceeds Loan shall be secured in the manner, and in the amount, as contemplated by the definition of “Endo Secured Intercompany Proceeds Loan” contained herein and (2) other Indebtedness under Intercompany Proceeds Loans may be secured in the circumstances, and to the extent, described in the definition thereof, and (z) any Permitted Refinancing thereofIndebtedness owing by any Loan Party to a Restricted Subsidiary which is not a Loan Party shall be subordinated in right of payment to the Secured Obligations on a basis, and pursuant to an agreement, reasonably satisfactory to the Administrative Agent; (e) Guarantees by the Irish Holdco or any Restricted Subsidiary of Indebtedness or other obligations of the Irish Holdco or any Restricted Subsidiary; provided that the aggregate amount of all Indebtedness and other payment obligations (other than in respect of any overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or in connection with any automated clearing-house transfer of funds) of Restricted Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be subject to the limitations set forth in Section 6.04(d); (f) Indebtedness (1) of the Irish Holdco or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, Synthetic Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness at any one time outstanding is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness incurred under this clause (f) shall not exceed exceed, on a pro forma basis in accordance with Section 1.04(b), immediately after giving effect to the issuance or incurrence of such Indebtedness the greater of (Ax) $90,000,000 125,000,000 and (By) 4.510% of Total Assets Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending as of the end last day of the Test Periodmost recent fiscal quarter for which Financials have been delivered or (2) constituting Permitted Refinancing Indebtedness in respect of Indebtedness theretofore outstanding (and permitted to be outstanding) pursuant to this clause (f); (fg) Indebtedness of the Irish Holdco or any Restricted Subsidiary as an account party in respect of trade letters of credit; (h) Indebtedness owed in respect of any Banking Services and any other netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (i) Indebtedness under bid bonds, performance bonds, surety bonds and similar obligations, in each case, incurred by the Irish Holdco or any of its Restricted Subsidiaries in the ordinary course of business, including guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (j) Swap Agreements permitted under Section 6.05; (k) Indebtedness of Restricted Subsidiaries that are not Loan Parties Parties, and guarantees thereof by other such Restricted Subsidiaries, in an respect of local lines of credit, letters of credit, bank guarantees and similar extensions of credit; provided that the aggregate principal amount at any time outstanding for all of such Persons taken together Indebtedness shall not exceeding exceed, on a pro forma basis in accordance with Section 1.04(b), immediately after giving effect to the issuance or incurrence of such Indebtedness the greater of (Ax) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, 200,000,000 and (y) 20% of Consolidated EBITDA for the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater period of four (14) 6.00 to 1.0 consecutive fiscal quarters ending as of the end last day of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations most recent fiscal quarter for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Dispositionwhich Financials have been delivered; (l) Guarantees of Indebtedness consisting of obligations directors, officers, employees, agents and advisors of the Borrower Parent, the Irish Holdco or any of its Restricted Subsidiary under deferred compensation or other similar arrangements incurred by Subsidiaries in respect of expenses of such Person Persons in connection with Permitted Acquisitionsrelocations and other ordinary course of business purposes; provided that the aggregate amount of Indebtedness so guaranteed, when added to the aggregate amount of unreimbursed payments theretofore made in respect of such guarantees and the amount of loans and advances then outstanding under Section 6.04(u), shall not at any time exceed $20,000,000; (m) Cash Management Obligations and other Indebtedness in respect arising from agreements providing for indemnification, adjustment of netting servicespurchase price or similar obligations, overdraft protections and similar arrangements in each case or from guaranties, surety bonds or performance bonds securing the performance of the Irish Holdco or any of its Restricted Subsidiaries pursuant to such agreements, in connection with cash management and deposit accountsPermitted Acquisitions or permitted Dispositions; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of representing installment insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, owing in the ordinary course of business; (po) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of businessrepresenting deferred compensation, including in respect of workers compensation claimsseverance, healthpension, disability or other employee and health and welfare retirement benefits or propertythe equivalent to current and former employees of the Parent, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs Irish Holdco and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any its Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case Subsidiaries incurred in the ordinary course of business or consistent with past practiceexisting on the Closing Date; (ip) unsecured Indebtedness arising out of judgments not constituting an Event of Default; (q) unsecured Indebtedness of the Lux Borrower or any direct or indirect parent company thereof that is a Guarantor or the Canadian Borrower, the Irish Borrower or any New Notes Issuer (and may in any case be co-borrowed or co-issued by any Permitted Unsecured Indebtedness Co-Borrower on a joint and several basis) incurred in connection with a Permitted Acquisition, so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (zi) no Default or Event of Default shall have occurred and be continuing or would result therefromexist immediately after giving effect (including giving effect on a pro forma basis) to such incurrence (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into), (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (iii) immediately prior to and after giving effect (including giving effect on a pro forma basis) to the incurrence of such Indebtedness (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into) the Irish Holdco is in compliance with the covenants set forth in Section 6.12Leverage Ratio shall be no greater than 6.50 to 1.00; (r) Indebtedness (x) of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Closing Date (except by way of designation of an Unrestricted Subsidiary as a Restricted Subsidiary), or Indebtedness of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in a Permitted Acquisition; provided that (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) neither the Parent, the Irish Holdco nor any Restricted Subsidiary (other than such Person or the Restricted Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness unless such Indebtedness or Guarantee, as the case may be, is unsecured and, immediately prior to and after giving effect (including giving effect on a pro forma basis) to the assumption of such Indebtedness or making of such Guarantee, as the case may be, the Irish Holdco is in compliance with the covenants set forth in Section 6.12 and the Leverage Ratio is no greater than 6.50 to 1.00 or (y) constituting Permitted Refinancing Indebtedness in respect of Indebtedness theretofore outstanding (and permitted to be outstanding) pursuant to this clause (r); (s) Permitted Indebtedness and Permitted First Lien Indebtedness and any Permitted Refinancing Indebtedness in respect thereof; (t) other Indebtedness of the Irish Holdco and its Subsidiaries; provided that the aggregate outstanding principal amount of such Indebtedness shall not at any time exceed the greater of (x) $250,000,000 and (y) 13.5% of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending as of the last day of the most recent fiscal quarter for which Financials have been delivered; (u) Indebtedness incurred in connection with the Headquarters Transaction in an aggregate outstanding principal amount not in excess of $90,000,000; (i) Permitted Pari Passu Secured Refinancing Debt, (ii) Permitted Second Lien Junior Secured Refinancing Debt and (iii) Permitted Unsecured Refinancing Debt, and any Permitted Refinancing Indebtedness so long as in respect thereof; (w) Indebtedness (x) of the Lux Borrower or any direct or indirect parent company thereof that is a Guarantor or any New Notes Issuer (and may in any case be co-borrowed or co-issued by any Permitted Co-Borrower on a joint and several basis) in respect of (1) one or more series of senior unsecured notes or senior secured notes that will be secured by all or a portion of the Collateral on a pari passu or junior basis with the Secured Obligations, and/or (2) one or more series of term loans that will be secured by all or a portion of the Collateral on a junior basis with the Secured Obligations, in each case that are issued or made in lieu of Incremental Revolving Loans, Incremental Term A Loans and/or Incremental Term B Loans; provided that (A) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date, (B) the aggregate principal amount of all such Indebtedness issued or incurred pursuant to this sub-clause (x) shall not, when aggregated with all Incremental Revolving Loans, Incremental Term A Loans and Incremental Term B Loans made after the Closing Date, exceed the Incremental Amount, (C) such Indebtedness shall not be subject to any Guarantee by the Parent, the Irish Holdco or any Restricted Subsidiary other than a Loan Party, (D) in the case of any such Indebtedness that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of the Parent, the Irish Holdco or any of their respective Restricted Subsidiaries other than any asset constituting Collateral, (E) at the time of the incurrence of such Indebtedness and after giving effect thereto (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into) on a pro forma basis in accordance with Section 1.04(b), the Irish Holdco will be in Pro Forma Compliance compliance with the covenant covenants set forth in Section 7.106.12 and the Leverage Ratio will be no greater than 6.50 to 1.00, (F) if the Borrower is at the time of such Indebtedness required is secured, the security agreements relating to comply such Indebtedness shall be substantially the same as the Collateral Documents (with Section 7.10such differences as are reasonably satisfactory to the Administrative Agent), (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (zG) no Default or Event of Default shall have occurred and be continuing or would result therefromexist immediately after giving effect (including giving effect on a pro forma basis) to such incurrence (or, in the case of a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into), (H) if such Indebtedness is secured, such Indebtedness shall be subject to an Intercreditor Agreement in form and substance reasonably acceptable to the Administrative Agent and (iiiI) any Permitted Refinancing the terms and conditions of such Indebtedness incurred pursuant (excluding pricing, fees, prepayment or redemption premiums and terms) are (in the reasonable judgment of the Borrower), when taken as a whole, (1) not materially more favorable to clause the lenders or holders providing such Indebtedness than those applicable to the Obligations when taken as a whole (iother than covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) or (ii); 2) otherwise on current market terms for such type of Indebtedness and (sy) Permitted Refinancing Indebtedness in respect of Indebtedness previously incurred pursuant to, and then outstanding pursuant to, this clause (w) (with any Indebtedness outstanding pursuant to this clause (w) from time to time being herein called the “Incremental Equivalent Debt”); and (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor Indebtedness of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower Irish Holdco or any Restricted Subsidiary incurred pursuant to pay Permitted Receivables Facilities; provided that the deferred purchase price Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party$400,000,000600,000,000 at any time outstanding.; and (y) Indebtedness the Par New Senior Notes or, in lieu of any Non-U.S. Subsidiary to all or a portion thereof, the Borrower or any Restricted Subsidiary representing (i) the deferred payment incurrence of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. SubsidiaryPar Senior Bridge Loans, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of incurred in connection with, or contemplation of, the Par Acquisition, and any Permitted Refinancing Indebtedness for purposes of this Section 7.03in respect thereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness (i) the First Lien Obligations and the Second Lien Obligations outstanding on the Effective Date and (ii) any incremental First Lien Notes and Second Lien Notes issued thereafter so long as the Net Cash Proceeds thereof (other than any increases in the principal amount of the Loan Parties under Second Lien Notes as a result of payments-in-kind pursuant to the Loan Documentsterms of the Second Lien Indenture) are used to repay Bank Obligations pursuant to Section 2.03(b)(3); (b) refinancing Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(bpermitted under Section 7.12(b) and any Permitted Refinancing thereof(c); (c) Guarantees by the Indebtedness of Borrower or any a Restricted Subsidiary incurred in respect connection with the Warehouse Financing Program, secured solely by Seller Notes (and by any liquidity reserve maintained as permitted pursuant to subsection (d) of Indebtedness this Section 7.02) and subject to the following additional terms and conditions: (1) the aggregate principal amount of the Indebtedness under the Warehouse Financing Program shall not exceed $250,000,000; (2) the Warehouse Financing Program shall be nonrecourse to Borrower and its Subsidiaries (except to the extent of liability under customary representations and warranties provided by Borrower or such Restricted Subsidiary otherwise permitted hereunder in connection with such Warehouse Financing Program and except to the extent that the liquidity reserve permitted by pursuant to subsection (e) of this Section 7.02; provided that 7.02 constitutes any such recourse); (A3) no Guarantee by any Restricted Subsidiary scheduled payments of any Indebtedness constituting a Specified Junior principal shall be required under the Warehouse Financing Obligation Program prior to the Maturity Date; (4) all fees and expenses related to the Warehouse Financing Program shall not be greater than the interest income stream of the subject Seller Notes; (5) prepayment under the Warehouse Financing Program shall be permitted unless without penalty or premium; and (6) the Warehouse Financing Program shall contain other terms and conditions customary for warehouse facilities of such type. (d) Indebtedness of Borrower and its Restricted Subsidiary shall have also provided Subsidiaries consisting of unsecured obligations to support a Guarantee liquidity reserve in connection with any Warehouse Financing Program, not to exceed the lesser of the Obligations substantially on the terms set forth in the applicable Guaranty (i) three (3) months’ interest with respect to the extent required by Section 6.12 such Indebtedness and (Bii) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness$5,000,000; (Ae) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed $15,000,000 consisting of premium finance programs for casualty, liability and other insurance coverages at CityCenter; (f) obligations (contingent or otherwise) existing or arising under Swap Contracts in respect of Indebtedness having an aggregate notional principal amount not to exceed the principal amount of the Term Loans and which Swap Contracts consist solely of swaps of floating interest rates for fixed interest rates; (g) Sponsor Subordinated Debt and Casualty Bridge Capital, in each case owing to the Sponsors and Sponsor Entities or their Affiliates; (h) Indebtedness of a Restricted Subsidiary of Borrower owed to Borrower or another Restricted Subsidiary of Borrower; (i) other Indebtedness outstanding at on the Closing Date and listed on Schedule 7.02 and any time not in excess of $100,000,000refinancings, refundings, renewals or extensions thereof; provided that any 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 Loan Party under clause (A) reasonable premium or (C) that exceeds $1,000,000 other reasonable amount paid, and fees and expenses reasonably incurred, in principal connection with such refinancing and by an amount shall be evidenced by a promissory note and shall be pledged pursuant equal to the Security Agreementany existing commitments unutilized thereunder; (ej) Attributable Guarantees of any of the Loan Parties in respect of Indebtedness otherwise permitted hereunder of Borrower or any other Restricted Subsidiary of Borrower; (k) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of for fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof7.01 (i); provided provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition25,000,000; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred arising in respect of letters of credit, bankers’ acceptances, worker’s compensation or other similar arrangements incurred by such Person claims, payment obligations in connection with Permitted Acquisitionsself-insurance or similar obligations and bid, appeal, performance and surety bonds, in each case in amounts and for the purposes customary in such Person’s industry and other letters of credit or guarantees constituting Investments permitted by Section 7.03(d), so long as the aggregate amount of Indebtedness outstanding under this clause (l) shall not exceed $25,000,000 at any time; (m) Permitted Unsecured Debt, so long as the Net Cash Management Proceeds of any such Permitted Unsecured Debt are used to repay the Bank Obligations and pursuant to Section 2.03(b)(3) except to the extent such Permitted Unsecured Debt is used to refinance the First Lien Notes pursuant to Section 7.12(b), to refinance the Second Lien Notes pursuant to Section 7.12(c) or to refinance other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts;Permitted Unsecured Debt pursuant to Section 7.12(e); and (n) other Indebtedness in an aggregate principal amount not to exceed $150,000,000 10,000,000 at any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03time.

Indebtedness. CreateSuch Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) (i) Indebtedness created under the Loan Documents (including with respect to Specified Refinancing Debt), (ii) Indebtedness of the Loan Parties under evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in respect thereof and (iii) Indebtedness of the Loan DocumentsParties evidenced by Refinancing Junior Loans and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness in respect of the Borrower and its Subsidiaries outstanding Pari Passu Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “Pari Passu Notes”); (c) Indebtedness existing on the date hereof and listed set forth in Schedule 7.03(b) 6.01 and amendments, modifications, extensions, renewals and replacements of any Permitted Refinancing thereofsuch Indebtedness that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; (cd) Guarantees by Indebtedness among the Parent Borrower and its Subsidiaries; provided that, (i) all such Indebtedness of any Loan Party owing to an Excluded Subsidiary (and any Indebtedness of a Domestic Loan Party to a Canadian Loan Party from and after the Canadian Collateral Reallocation) must be expressly subordinated to such Loan Party’s Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, it being understood that payments may be made thereon unless an Event of Default has occurred and is continuing and (ii) any Indebtedness owing to the Parent Borrower or any Restricted Subsidiary in respect by any Excluded Subsidiary (or if applicable, Indebtedness owing to a Domestic Loan Party from a Canadian Loan Party from and after the Canadian Collateral Reallocation) shall be subject to compliance with Section 6.04; (e) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Excluded Subsidiary (and, if applicable, from and after the Canadian Collateral Reallocation, Guarantees by any Domestic Loan Party of any Indebtedness of any Canadian Loan Party) shall be subject to compliance with Section 6.04, (ii) Guarantees permitted under this clause (e) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no Pari Passu Notes, Refinancing Notes or any Refinancing Junior Loans shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary otherwise permitted hereunder is a Loan Party that has Guaranteed the applicable Obligations or Canadian Obligations pursuant to a Guaranty Agreement; (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair or improvement of any assets (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings), (ii) Indebtedness of the Parent Borrower or any Restricted Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition thereof (provided that the Parent Borrower shall provide prior written notice to the Administrative Agent of any such assumption to the extent such assumed Indebtedness is in excess of $25,000,000), and (iii) any amendments, modifications, extensions, renewals and replacements of any such Indebtedness permitted by this clause (f) that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 7.026.01; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty case of clause (f)(i), such Indebtedness is incurred prior to or within 180 days after such acquisition or the extent required by Section 6.12 completion of such construction, repair or improvement and (B) if the Indebtedness being Guaranteed is subordinated on a Pro Forma Basis after giving effect to the Obligationsincurrence of any such Indebtedness, such Guarantee the Parent Borrower is in compliance with the Financial Covenants (which, if financing a Permitted Acquisition, shall be subordinated to calculated in a manner consistent with the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test PeriodAcquisition Determination Method); (g) Indebtedness arising in respect connection with Swap Agreements permitted by Section 6.07; provided that Guarantees by any Loan Party of Swap Contracts not incurred for speculative purposessuch Indebtedness of any Excluded Subsidiary (and, if applicable, from and after the Canadian Collateral Reallocation, Guarantees by any Domestic Loan Party of any Indebtedness of any Canadian Loan Party) shall be subject to compliance with Section 6.04; (h) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof and amendments, modifications, extensions, renewals and replacements thereof which do not increase the principal amount thereof (other than for borrowed moneyby unpaid interest, fees, expenses and any prepayment premium of make whole amount) subject to Liens except as otherwise permitted under by this Section 7.01; 6.01; provided that (i) (A) CREDIT AGREEMENT, Page 83 such Indebtedness (exists at the time such Person becomes a Restricted Subsidiary and is not constituting Disqualified Equity Interests) assumed created in contemplation of or in connection with any Permitted Acquisition; provided that such Person becoming a Restricted Subsidiary, and (ii) the aggregate principal amount of Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to permitted by this clause (i)(A), (xh) no Event of Default this Section 6.01 shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 40,000,000 at any time outstanding; (oi) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self insurance obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Parent Borrower or self-any Restricted Subsidiary, in each case in the ordinary course of business; (j) to the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title insurance or other Indebtedness companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to reimbursementthe real property of the Parent Borrower or any Restricted Subsidiary; (k) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-type outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (l) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations regarding workers and liabilities to the extent they are permitted to remain unfunded under applicable law; (m) to the extent constituting Indebtedness, deferred compensation claimspayable to directors, officers, employees, members of management or consultants of the Parent Borrower and the Restricted Subsidiaries; (n) Indebtedness in respect of repurchase agreements constituting Permitted Investments; (o) Indebtedness consisting of promissory notes issued by the Parent Borrower or any Restricted Subsidiary to future, present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent Borrower permitted by Section 6.08; (p) cash management obligations and Indebtedness incurred by the Parent Borrower or any Restricted 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; (i) Indebtedness consisting of the financing of insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Parent Borrower or any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (r) Indebtedness incurred by a Loan Party constituting reimbursement obligations with respect to letters of credit (other than Letters of Credit issued pursuant to this Agreement), bank guarantees or similar instruments issued for the purposes described in Section 6.02(d), (e) and (k) or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course CREDIT AGREEMENT, Page 84 of business and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (i) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) 30 days following such drawing or incurrenceincurrence and (ii) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $10,000,000 at any time; (qs) obligations in respect obligations, contingent or otherwise, for the payment of suretymoney under any noncompete, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by consulting or similar agreement entered into with the Borrower seller of a Target or any Restricted Subsidiary or obligations in respect other similar arrangements providing for the deferred payment of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practicepurchase price for an acquisition permitted hereby; (t) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 6.02; (u) [Reserved]; (v) other Indebtedness of the Parent Borrower and the other Loan Parties provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $50,000,000 at any time outstanding; (w) Indebtedness in the form of (i) Permitted Unsecured Guarantees of Indebtedness so long as (x) of the Borrower shall be in Renewable Diesel Joint Venture; provided that on a Pro Forma Compliance Basis after giving effect to the incurrence of such Guarantee, the Parent Borrower would have been in compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 7.02 as of the end last day of the Test Period last ended, immediately preceding fiscal quarter and (ii) Guarantees of any obligation to make an Investment in the Renewable Diesel Joint Venture permitted to be made in accordance with Section 6.04; (i) additional Indebtedness to the extent that on a Pro Forma Basis after giving effect to the incurrence of such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefromIndebtedness, (ii) Permitted Second Lien Indebtedness so long as (x) the Parent Borrower shall be is in Pro Forma Compliance compliance with the covenant set forth in Section 7.10, if 7.02 for the Borrower is most recently ended fiscal quarter for which financial statements have been delivered at the time of the incurrence of such Indebtedness required and (ii) Permitted Refinancings of debt referred to comply with Section 7.10, in clause (i). (y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an amount not to exceed $100,000,000 in the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to aggregate provided such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of is either (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in unsecured (but which may be guaranteed by the ordinary course of business Parent Borrower pursuant to Section 6.01(e))) or (y) any letter secured by only the Equity Interests in or assets of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively;such Restricted Subsidiary that is not a Subsidiary Loan Party; and (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (wz) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03above.

Indebtedness. Create(a) The Borrower will not, and will not permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist (collectively, “incur”) any Indebtedness; provided, excepthowever, that the Borrower and each Domestic Subsidiary of the Borrower which is a Credit Party may incur Qualified Indebtedness so long as on a Pro Forma Basis: (i) the Borrower could incur such Indebtedness in reliance on Section 9.04(a) of the Term Credit Agreement (as such covenant is in effect on the Amendment No. 4 Effective Date); and (ii) no Default or Event of Default exists immediately after the respective incurrence. (b) The foregoing limitations in Section 10.04(a) will not apply to the following: (ai) Indebtedness of incurred pursuant to this Agreement, and the Loan Parties under the Loan other Credit Documents; (bii) (x) Existing Indebtedness listed on Schedule IV and any Permitted Refinancing Indebtedness in respect thereof and (y) Permitted Refinancing Indebtedness with respect to Indebtedness incurred pursuant to Section 10.04(a); (iii) Indebtedness under Interest Rate Protection Agreements, Other Hedging Agreements and Commodity Agreements entered into to protect the Borrower and its Subsidiaries against fluctuations in interest rates, currency exchange rates and commodity prices and not for speculative purposes; (iv) Capitalized Lease Obligations, Indebtedness of the Borrower and its Subsidiaries outstanding on incurred to finance the date hereof acquisition of fixed, capital or long term assets and listed in Schedule 7.03(b) and any Permitted Refinancing Indebtedness in respect thereof, provided that the aggregate amount of Indebtedness outstanding pursuant to this Section 10.04(b)(iv) shall not exceed $50,000,000 at any time; (cv) Guarantees by the Borrower or any Restricted Subsidiary in respect of intercompany Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and its Subsidiaries to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness10.05; (Avi) Indebtedness of a Subsidiary of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged acquired pursuant to the Security Agreement; acquisition of an Acquired Entity or Business (eor Indebtedness assumed at the time of such an acquisition of an asset securing such Indebtedness) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgagesuch Indebtedness, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i“Permitted Acquired Debt”) and any Permitted Refinancing Indebtedness in respect thereof; , provided that (x) such Indebtedness (A) is not secured by Liens on ABL Priority Collateral and (B) was not incurred in connection with, or in anticipation or contemplation of, such acquisition and (y) the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 10.04(b)(vi) at any time shall not exceed $50,000,000; (vii) Indebtedness of Foreign Subsidiaries of the Borrower, provided that the aggregate principal amount of all such Indebtedness outstanding at any one time outstanding under this Section 10.04(b)(vii) shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period75,000,000; (fviii) additional unsecured Indebtedness of the Borrower consisting of unsecured guarantees of (x) obligations (which guaranteed obligations do not themselves constitute Indebtedness) of one or more Subsidiaries of the Borrower, (y) leases pursuant to which one or more Subsidiaries of the Borrower are the respective lessees and (z) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end Borrower of the Test Periodtype permitted pursuant to Section 10.04(b)(xi); (gix) Indebtedness in respect arising from the honoring by a bank or other financial institution of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)a check, (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price draft or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; instrument inadvertently (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, except in the ordinary course case of business; (pdaylight overdrafts) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued drawn against insufficient funds in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as is extinguished within five Business Days of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)thereof; (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateSouthland shall not, and shall not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (ai) Indebtedness of the Loan Parties Obligations and the obligations under the Loan DocumentsMaster Lease Facility; (bii) Permitted Existing Indebtedness and extensions, renewals, replacements and refinancings of Permitted Existing Indebtedness (other than Subordinated Indebtedness), not exceeding the Borrower and its Subsidiaries principal amount outstanding on the date hereof Effective Date (together with, in the case of a refinancing, interest accrued thereon and listed reasonable costs incurred in Schedule 7.03(b) and any Permitted Refinancing thereofconnection with the refinancing); (ciii) Guarantees by Subordinated Indebtedness and extensions, renewals, replacements and refinancings thereof which satisfy the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms criteria set forth in the applicable Guaranty definition of "Subordinated Indebtedness", the aggregate principal amount of which shall not exceed the aggregate principal amount of Subordinated Indebtedness outstanding as of the Effective Date as set forth on SCHEDULE 1.01-A (which aggregate principal amount shall not exceed $750,000,000) (together with, in the case of a refinancing, interest accrued thereon and reasonable costs incurred in connection with the refinancing); (iv) Present or future Indebtedness of any Subsidiary of Southland to the extent required by Section 6.12 Southland in an amount not exceeding $100,000,000; and (B) if the present and future Indebtedness being Guaranteed is of Southland to any of its Subsidiaries or of any such Subsidiary to any other such Subsidiary; PROVIDED, HOWEVER, that any Indebtedness of Southland to any such Subsidiary shall be unsecured and subordinated in right of payment to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Capital Lease obligations (other than such obligations included in Permitted Existing Indebtedness and the Master Lease Facility) and Indebtedness incurred in connection with Capital Expenditures (and within a reasonable period of time thereafter), if (1) such Capital Lease obligations and Indebtedness are incurred in connection with the acquisition of assets at fair value after the Effective Date and (2) such Capital Lease Obligations and Indebtedness are either unsecured or secured by the assets subject to such Capital Lease or constituting such Capital Expenditure and other assets securing Capital Lease obligations and Indebtedness incurred in connection with Capital Expenditures in each case which are part of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02same transaction, (B) sale and leaseback transactions (other than the Master Lease Facility), if (1) the obligations and Indebtedness incurred in connection with such transaction are either unsecured or secured only by the assets subject to such transactions and (2) the aggregate principal amount of such obligations and Indebtedness (other than such obligations or Indebtedness included in Permitted Existing Indebtedness) does not exceed $150,000,000 (of which no more than $50,000,000 shall be used in transactions other than sales and leasebacks of store sites) at any Non U.S. Subsidiary owed to a Non U.S. Subsidiarytime outstanding, including, pursuant to any cash management facility or and (C) Indebtedness of any Non U.S. Subsidiary to extensions, renewals, replacements or refinancings thereof, not exceeding the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant before giving effect to the Security Agreementextension, renewal, replacement or refinancing (together with, in the case of a refinancing, interest accrued thereon and reasonable costs incurred in connection with the refinancing); (evi) Attributable Indebtedness Transaction Costs, not included in the Obligations, incurred in connection with the Master Lease Facility and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodtransactions contemplated thereby; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (gvii) Indebtedness in respect of Swap Contracts not incurred for speculative purposesLetters of Credit (other than Facility Letters of Credit) reasonably incident to Southland's business; (hviii) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections foreign currency exchange agreements reasonably incident to Southland's business and similar arrangements in each case in connection with cash management and deposit accountsInterest Rate Contracts permitted pursuant to SECTION 8.17; (nix) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstandingrespect of Accommodation Obligations permitted by SECTION 8.04; (ox) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs surety bonds and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case required in the ordinary course of business or consistent in connection with past practicethe enforcement of rights or claims of Southland or its Subsidiaries or in connection with judgments which do not result in an Event of Default hereunder or other breach hereof; (ixi) Indebtedness of Southland Canada, Inc. to obligees other than Southland or its other Subsidiaries in an amount not exceeding $30,000,000 (or the Canadian dollar equivalent thereof) in the aggregate at any one time outstanding, PLUS Permitted Unsecured Existing Indebtedness so long as (x) owing by Southland Canada, Inc. and any refinancings thereof, PROVIDED, HOWEVER, that at no time shall the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time aggregate of all of such Indebtedness required to comply with Section 7.10, exceed $90,000,000 (y) or the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (iiCanadian dollar equivalent); (sxii) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Yen Royalty Financing Indebtedness; (vxiii) Indebtedness incurred in the ordinary course of business in respect of Capital Lease obligations of Southland under the Borrower Lease Agreement dated as of February 15, 1987, as amended and restated as of December 21, 1990, between Southland and Cityplace Center East Corporation; (xiv) unsecured Indebtedness which is either (A) Commercial Paper or any Restricted Subsidiary (B) owing to pay the deferred purchase price of goods or services or progress payments Ito-Yokado in connection with such goods and services; (w) all premiums (if any), interest (including postpayments by Ito-petition interest), fees, expenses, charges and additional Yokado of the principal of or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to amounts owing with respect to) Commercial Paper, PROVIDED that the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.instrument

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtednessindebtedness, except: (a) Indebtedness of the any Loan Parties under the Party pursuant to any Loan DocumentsDocument; (b) Indebtedness of the Borrower to any Subsidiary and its Subsidiaries outstanding on of any Subsidiary Guarantor to the date hereof and listed in Schedule 7.03(b) and Borrower or any Permitted Refinancing thereofother Subsidiary; (ci) Guarantees Guarantee Obligations incurred in the ordinary course of business by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted its Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; Guarantor and (mii) Cash Management Obligations and other Indebtedness in respect of netting servicesGuarantee Obligations, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 2,000,000, incurred by the Borrower in connection with obligations of Strandel, Inc. under Indebtedness permitted by Section 7.2(i); (d) Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $93,000,000; (e) other Indebtedness outstanding on the date hereof and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without increasing the principal amount thereof or shortening the maturity thereof); (f) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $10,000,000 (including, if applicable, any Attributable Debt incurred pursuant to this paragraph (f) at any one time outstanding; (og) Hedge Agreements in respect of Indebtedness otherwise permitted hereby, so long as such agreements are not entered into for speculative purposes; (h) the Surviving Letters of Credit; (i) Indebtedness consisting of Strandel, Inc. and its Subsidiaries under a working capital facility in an aggregate principal amount not to exceed $22,000,000 at any one time outstanding; (Aj) Indebtedness of any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (k) Indebtedness of Strandel, Inc. and its Subsidiaries to the financing Borrower in an aggregate principal amount not to exceed $13,500,000 at any one time outstanding; (l) Indebtedness of insurance premiums or (B) take-or-pay obligations contained the Borrower and its Subsidiaries in supply arrangementsrespect of tenders for performance, performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case, case provided in the ordinary course of business; (pm) Indebtedness incurred arising from the honoring by the Borrower a bank or any Restricted Subsidiary constituting reimbursement obligations with respect to letters other financial institution of credit issued a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing such Indebtedness is extinguished within five Business Days of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or its incurrence; (qn) obligations Indebtedness in respect of suretytaxes, stayassessments, governmental charges or levies, claims or customs authorities and appeal bondsclaims for labor, performance bonds worker's compensation, materials and performance and completion guarantees provided by supplies to the Borrower or any Restricted Subsidiary or obligations extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 6.3; (o) Indebtedness in respect of letters judgments or awards to the extent an Event of credit related thereto, in each case Default has not resulted therefrom; (p) Guarantee Obligations incurred in the ordinary course of business or consistent by any Foreign Subsidiary with past practicerespect to obligations of any other Foreign Subsidiary; (q) Indebtedness of a Subsidiary acquired after the date hereof and Indebtedness of a Person merged or consolidated with or into the Borrower or a Subsidiary of the Borrower after the date hereof in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding, provided that (i) Permitted Unsecured such Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is existed at the time of such Indebtedness required to comply with Section 7.10acquisition, merger or consolidation and was not created in anticipation of such event, (yii) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last endedsuch acquisition, merger or consolidation is a Permitted Acquisition and (iii) immediately after giving effect to such incurrence and (z) acquisition, merger or consolidation, no default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii);continuing; and (sr) additional Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments its Subsidiaries in connection with such goods and services; an aggregate principal amount (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to for the Borrower or and all Subsidiaries, without duplication) not to exceed $10,000,000 at any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03one time outstanding.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) intercompany Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofpermitted by Section 7.06(c); (c) Guarantees by Capitalized Lease Obligations initially incurred after the Borrower or Initial Borrowing Date, provided that the aggregate Capitalized Lease Obligations (exclusive of Permitted MJD Capital Debt) outstanding at any Restricted Subsidiary time under all Capital Leases incurred in respect reliance on this clause (c) after Initial Borrowing Date, when added to the aggregate outstanding amount of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by incurred in reliance on Section 7.02; provided that (A) no Guarantee by 7.04(e), shall not exceed $30,000,000 at any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtednesstime; (Ad) Indebtedness of the Borrower or any Loan Party owing under Interest Rate Agreements entered into to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary protect it against fluctuations in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations interest rates in respect of mortgageIndebtedness otherwise permitted under this Agreement, industrial revenue bond, industrial development bond, so long as the entering into of such Interest Rate Agreements are bona fide hedging activities and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (he) Indebtedness incurred pursuant to purchase money mortgages permitted by Section 7.03(m); provided that the aggregate outstanding amount of Indebtedness incurred in reliance on this clause (other than for borrowed money) subject e), when added to Liens permitted under the aggregate outstanding amount of all Capitalized Lease Obligations incurred in reliance on Section 7.017.04(c), shall not exceed $30,000,000 at any time; (i) (A) unsecured Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnificationincurred under the Existing 2010 Senior Subordinated Notes and the Existing 2010 Senior Subordinated Notes Indenture, the adjustment and of the purchase price or similar adjustments incurred Subsidiary Guarantors under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting subordinated guarantees of the obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting servicesthe Existing 2010 Senior Subordinated Notes Documents, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 20,000,000 (less the amount of any repayments of principal thereof after the Initial Borrowing Date), (ii) unsecured Indebtedness of the Borrower incurred under the Existing 2010 Senior Notes and the Existing 2010 Senior Notes Indenture, and of the Subsidiary Guarantors under guarantees of the obligations of the Borrower under the Existing 2010 Senior Notes Documents, in an aggregate principal amount not to exceed $2,100,000 (less the amount of any repayments of principal thereof after the Initial Borrowing Date) and (iii) at any time outstandingprior to the Redemption Date, unsecured Indebtedness of the Borrower incurred under the Existing 2008 Senior Subordinated Notes and the Existing 2008 Senior Subordinated Notes Indenture, in an aggregate principal amount not to exceed $22,500,000 (less the amount of any repayments of principal thereof after the Initial Borrowing Date); (og) Indebtedness consisting of (Athe “Scheduled Existing Indebtedness”) in existence on, and which is to continue in effect after, the financing of insurance premiums Effective Date (excluding Intercompany Debt) and which is listed on Annex VI hereto, without giving effect to any subsequent extension, renewal or (B) take-or-pay obligations contained in supply arrangementsrefinancing thereof, in each case, in the ordinary course of businessexcept as permitted pursuant to Section 7.04(l); (ph) Indebtedness incurred by of the Borrower or any Restricted Subsidiary constituting reimbursement of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with respect to letters Permitted Acquisitions or sales of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, assets permitted by this Agreement (so long as any such obligations are reimbursed within thirty (30) days following such drawing those of the Person making the respective acquisition or incurrence; (q) obligations in respect of suretysale, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided are not guaranteed by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practiceother Person); (i) Permitted Unsecured Acquired Debt; (j) unsecured subordinated Indebtedness of the Borrower, and subordinated guarantees thereof by the Subsidiary Guarantors (so long as same remain Subsidiary Guarantors), under the Permitted Senior Subordinated Notes and the other Permitted Senior Subordinated Notes Documents, so long as (xi) the Borrower shall be all such Indebtedness is incurred in Pro Forma Compliance accordance with the covenant set forth in Section 7.10, if requirements of the Borrower is at the time definition of such Indebtedness required to comply with Section 7.10Permitted Senior Subordinated Notes, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (zii) no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, (iii) 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(A)(c), 2.03(d) or 2.03(f), as the case may be, (y) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.01 and/or (II) to redeem and/or refinance Permitted Senior Unsecured Notes and/or Permitted Junior Capital, in each case in an aggregate principal amount or with an aggregate liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans, Permitted Senior Unsecured Notes and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Permitted Senior Subordinated Notes, (iv) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of the respective issuance of Permitted Senior Subordinated Notes, and (v) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii) and (iv) and containing the calculations required by preceding clause (iv); (k) Permitted Second Lien MJD Capital Debt; (l) Permitted Refinancing Indebtedness, so long as no Default or Event of Default is in existence at the time of the incurrence thereof and immediately after giving effect thereto; (m) Indebtedness of the Borrower consisting of Permitted Letters of Credit and reimbursement obligations with respect thereto, so long as the aggregate outstanding stated amounts of all such letters of credit and reimbursement obligations do not exceed $7,500,000 at any time; (n) unsecured Indebtedness of the Borrower incurred under the Permitted Senior Unsecured Notes and the other Permitted Senior Unsecured Notes Documents, and of the Subsidiary Guarantors under guarantees of the obligations of the Borrower under the Permitted Senior Unsecured Notes Documents, so long as (xi) the Borrower shall be all such Indebtedness is incurred in Pro Forma Compliance accordance with the covenant set forth in Section 7.10, if requirements of the Borrower is at the time definition of such Indebtedness required to comply with Section 7.10Permitted Senior Unsecured Notes, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (zii) no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, (iii) 100% of the Net Cash Proceeds therefrom (except to the extent of any portion thereof applied to make a concurrent prepayment of B Term Loans pursuant to, and in accordance with the requirements of, Section 3.01) are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(A)(c), 2.03(d) or 2.03(f), as the case may be, (y) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.01 and/or (II) to redeem and/or refinance Permitted Senior Unsecured Notes and/or Permitted Junior Capital, in each case in an aggregate principal amount or with an aggregate liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans, Permitted Senior Unsecured Notes and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Permitted Senior Unsecured Notes, (iv) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of the respective issuance of Permitted Senior Unsecured Notes, and (v) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii) and (iv) and containing the calculations required by preceding clause (iv); (o) Additional Permitted Subordinated Debt, so long as (i) no Default or Event of Default then exists or would result from the incurrence or issuance thereof, (ii) 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(A)(c), 2.03(d) or 2.03(f), as the case may be, (y) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.01 and/or (II) to redeem and/or refinance Permitted Senior Unsecured Notes and/or Permitted Junior Capital, in each case in an aggregate principal amount or with an aggregate liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans, Permitted Senior Unsecured Notes and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Additional Permitted Subordinated Debt, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such incurrence or issuance of Additional Permitted Subordinated Debt, and (iv) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii) and (iii) any and containing the calculations required by preceding clause (iii); provided however, that Additional Permitted Refinancing of Indebtedness incurred pursuant Subordinated Debt issued as in kind regularly scheduled interest payments on theretofore outstanding Additional Permitted Subordinated Debt shall not be subject to clause the requirements specified in preceding clauses (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (viv); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yp) additional unsecured Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted and the Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary Guarantors not to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or exceed an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in aggregate outstanding principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03$10.0 million at any time.

Indebtedness. CreateThe Parent Borrower will not, and will not permit any Subsidiary to, create, incur, assume (collectively, “Incur”) or suffer permit to exist (except as provided below) any Indebtedness, except: (a) Indebtedness of the Loan Parties created under the Loan Documents; (b) Indebtedness subordinated debt of the Parent Borrower and its Subsidiaries outstanding on (including any subordinated debt which extends, renews, replaces or is in exchange for existing subordinated debt of the Parent Borrower), so long as (i) such Indebtedness has no scheduled principal payments prior to the date hereof that is six months after the Tranche C Maturity Date, (ii) the covenants and listed defaults, taken as a whole, contained in Schedule 7.03(bthe Subordinated Debt Documents are not materially more restrictive than those contained in this Agreement, as agreed to by the Administrative Agent, and (iii) and the Subordinated Debt Documents contain subordination terms that are no less favorable in any Permitted Refinancing thereofmaterial respect to the Lenders than those applicable to offerings of “high-yield” subordinated debt by similar issuers of similar debt at or about the same time, as agreed to by the Administrative Agent; (c) Indebtedness existing on the Amendment/Restatement Effective Date and set forth in Schedule 6.2 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (d) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary to the Parent Borrower or any other Subsidiary; provided that Indebtedness pursuant to this paragraph (d) of any Subsidiary that is not a Wholly Owned Subsidiary Guarantor shall be subject to Section 6.5; (e) Indebtedness consisting of reimbursement obligations under surety, indemnity, performance, warranty, release and appeal bonds and guarantees thereof, in each case securing obligations not constituting Indebtedness for borrowed money and obtained in the ordinary course of business; (f) Guarantees by the Parent Borrower or of Indebtedness of any Restricted Subsidiary in respect and by any Subsidiary of Indebtedness of the Parent Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02any other Subsidiary; provided that (Ai) no Guarantee by any Restricted Subsidiary Guarantees pursuant to this paragraph (f) of Indebtedness of any Indebtedness constituting Subsidiary that is not a Specified Junior Financing Obligation Wholly Owned Subsidiary Guarantor shall be permitted subject to Section 6.5, (ii) a Subsidiary shall not Guarantee the Indebtedness of any Loan Party unless such Restricted Subsidiary shall have has also provided a Guarantee of Guaranteed the Obligations substantially on the terms set forth in the applicable Guaranty pursuant to the extent required by Section 6.12 Guarantee and Collateral Agreement and (Biii) if the Indebtedness being Guaranteed is subordinated Guarantees pursuant to the Obligations, such Guarantee this paragraph (f) of Subordinated Debt shall be subordinated to the Guarantee of the Obligations pursuant to the Guarantee and Collateral Agreement on terms at least as no less favorable to the Lenders as those contained in than the subordination provisions of such Indebtednessthe Subordinated Debt; (Ai) Indebtedness of the Parent Borrower or any Loan Party owing Subsidiary Incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02acquisition thereof, (B) Indebtedness and extensions, renewals and replacements of any Non U.S. Subsidiary owed such Indebtedness that do not increase the outstanding principal amount thereof, provided that such Indebtedness (other than any such extension, renewal or replacement) is Incurred prior to a Non U.S. Subsidiaryor within 90 days after such acquisition or the completion of such construction or improvement and (ii) Attributable Debt in connection with Sale/Leaseback Transactions involving fixed or capital assets, including, pursuant to any cash management facility in the case of either clause (i) or (Cii) Indebtedness if at the time of any Non U.S. Subsidiary to Incurrence thereof, after giving effect thereto, the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Specified Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5an amount equal to 15% of the Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposesConsolidated Assets; (h) Indebtedness of any Person that becomes a Subsidiary after the Amendment/Restatement Effective Date and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness (other than for borrowed moneyany such extension, renewal or replacement) subject exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) at the time of Incurrence thereof, after giving effect thereto, the aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to Liens permitted under Section 7.0115% of the Total Consolidated Assets; (i) (A) Indebtedness (to finance the general working capital needs of the Parent Borrower and its Subsidiaries Incurred after the Domestic Revolving Maturity Date and the Global Revolving Maturity Date in an aggregate principal amount not constituting Disqualified Equity Interests) assumed to exceed the amount of the Revolving Commitments as in connection with any Permitted Acquisition; effect immediately prior to such date, provided that such Indebtedness is not incurred (i) the Revolving Commitments shall have been or shall concurrently be terminated, the Revolving Loans and Swingline Loans shall have been or shall concurrently be repaid in contemplation full and all Letters of Credit shall have been or shall concurrently be cancelled or replaced and (ii) the terms and conditions of such Permitted Acquisition; provided that both immediately prior and replacement working capital facility (including any arrangements for sharing of Collateral) shall be reasonably satisfactory to the Required Lenders (determined after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as termination of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofRevolving Commitments); (j) letters of credit obtained in the ordinary course of business in an aggregate face amount not exceeding $150,000,000 at any time outstanding (which may be secured), provided that, in the case of any such Indebtedness representing deferred compensation that is secured, at the time of Incurrence thereof, after giving effect thereto, the aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to employees 15% of the Borrower or any Restricted SubsidiaryTotal Consolidated Assets; (k) Indebtedness constituting obligations for indemnificationof Foreign Subsidiaries and any other Subsidiary that is not a Loan Party if at the time of Incurrence thereof, after giving effect thereto, the adjustment aggregate principal amount of all Specified Indebtedness shall not exceed an amount equal to 15% of the purchase price Total Consolidated Assets (with the amount of Indebtedness under overdraft lines or similar adjustments incurred under agreements cash management facilities being determined net of cash held for a Permitted Acquisition the benefit of the relevant Subsidiary by the institution creating such overdraft or Dispositioncash management facility); (l) (x) unsecured Indebtedness consisting of obligations of the Parent Borrower (i) if on the date such Indebtedness is Incurred the Consolidated Leverage Ratio, on a pro forma basis after giving effect to the Incurrence of such Indebtedness (with the reference period for Consolidated EBITDA being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), is less than 3.0 to 1.0, in an unlimited amount and (ii) otherwise, in an aggregate principal amount not exceeding $400,000,000 at any time outstanding, and (y) any extensions, renewals and replacements of any such Indebtedness that are Incurred by the Parent Borrower, that are unsecured and that do not increase the outstanding principal amount of such Indebtedness, provided that, with respect to all Indebtedness permitted by this paragraph (l) (including any extension, renewal or any Restricted Subsidiary under deferred compensation replacement thereof), (A) such Indebtedness has no scheduled principal payments prior to the Tranche C Maturity Date, (B) the covenants and defaults, taken as a whole, contained in the documentation for such Indebtedness are not materially more restrictive than those contained in this Agreement, as agreed to by the Administrative Agent, (C) no Default or other similar arrangements incurred by Event of Default shall have occurred and be continuing, or would occur after giving effect to the Incurrence of such Person Indebtedness, and (D) the Parent Borrower shall be in connection compliance, on a pro forma basis after giving effect to the Incurrence of such Indebtedness, with Permitted Acquisitionsthe covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such Incurrence had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Administrative Agent not more than two Business Days prior to such Incurrence); (m) Cash Management Obligations Indebtedness of the Parent Borrower consisting of ▇▇▇▇▇ and other Guarantees of ▇▇▇▇▇ by Subsidiaries to the extent permitted by Section 6.5(e) (it being understood that the conversion described in clause (b) of the definition of “▇▇▇▇▇” shall be deemed to be a new Incurrence of Indebtedness and shall be permitted only if clauses (i) through (iv) of this paragraph (m) are satisfied at the time of such conversion) representing aggregate gross proceeds not exceeding $820,000,000, provided that (i) such Indebtedness has no scheduled principal payments (it being acknowledged that any mandatory redemptions or conversions at the option of the holders of the ▇▇▇▇▇ pursuant to ▇▇▇▇▇ Put/Conversion Rights are not scheduled principal payments) prior to the date that is six months after the Tranche C Maturity Date, (ii) the covenants and defaults, taken as a whole, contained in respect the documentation for such Indebtedness are not materially more restrictive than those contained in this Agreement, as agreed to by the Administrative Agent, (iii) no Default or Event of netting servicesDefault shall have occurred and be continuing, overdraft protections or would occur after giving effect to the Incurrence of such Indebtedness and similar arrangements (iv) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the Incurrence of such Indebtedness, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower for which the relevant information is available as if such Incurrence had occurred (and, in connection with the case of the conversion described in clause (b) of the definition of “▇▇▇▇▇”, as if cash management and deposit accountsinterest on the ▇▇▇▇▇ had become payable) on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the Administrative Agent not more than two Business Days prior to such Incurrence); (n) Indebtedness of the Parent Borrower in respect of the Senior Notes in an aggregate principal amount not to exceed $150,000,000 any time outstanding500,000,000; (o) Receivables Transaction Attributed Indebtedness consisting of (A) and all yield, interest, fees, indemnities and other amounts related thereto, provided that the financing of insurance premiums related Qualified Receivables Transaction or (B) take-or-pay obligations contained in supply arrangementsEuropean Receivables Securitization, in each caseas applicable, in the ordinary course of businessshall be subject to Section 6.6(c); (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of businessHedging Agreements, 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 claimsso long as such agreements are not entered into for speculative purposes; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence;and (q) obligations other Indebtedness of any Loan Party in respect an aggregate principal amount not exceeding $100,000,000 at any time outstanding (of suretywhich no more than $50,000,000 may be secured), stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related theretothat, in each the case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured any such Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10that is secured, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last endedIncurrence thereof, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefromthereto, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in aggregate principal amount individually or in the aggregate of all Specified Indebtedness shall be evidenced by a promissory note and shall be pledged pursuant not exceed an amount equal to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 6515% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Total Consolidated Assets.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement or pursuant to the Loan Parties under the Loan DocumentsExisting Credit Agreement (including, without limitation, any indebtedness incurred pursuant to a supplement or amendment thereto entered into pursuant to Section 1.13 thereof); (b) Indebtedness incurred pursuant to the other Credit Documents; (c) Capitalized Lease Obligations of the Borrower and its Restricted Subsidiaries; provided that the aggregate Capitalized Lease Obligations under all Capital Leases outstanding at any one time shall not exceed $75,000,000; (d) Existing Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on the date hereof Effective Date and listed in Schedule 7.03(b) and on Part A of Annex V hereto ("Existing Debt"), without giving effect to any Permitted Refinancing thereof; (c) Guarantees by the Borrower subsequent extension, renewal or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, refinancing thereof except pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security AgreementSection 8.04(i); (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in extent permitted pursuant to Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period8.05(c); (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding evidenced by the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of Subordinated Exchange Debentures after the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness thereof in an aggregate principal amount not to exceed $150,000,000 575,000,000 at any time outstanding; (og) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any a Restricted Subsidiary constituting reimbursement obligations with respect to letters acquired after the Effective Date (or Indebtedness assumed at the time of credit issued in the ordinary course an acquisition of businessan asset securing such Indebtedness), including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured such Indebtedness so long as was not incurred in connection with or in anticipation of such acquisition and (xii) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such acquisition such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as does not exceed 10% of the end total value of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as assets of the end Restricted Subsidiary so acquired, or of the Test Period then last endedasset so acquired, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)as the case may be; (sh) additional Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries not otherwise permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiaryhereunder; provided that (A) in each case, any no event shall the final maturity of such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant occur prior to the Security AgreementMaturity Date, and (B) in no event shall such Indebtedness have a shorter average life than the Loans hereunder, (C) in no event shall such Indebtedness contain terms and conditions (including, without limitation, with respect to the obligor and guarantors, if any, in respect of such Indebtedness, prepayment and redemption provisions, covenants, defaults, security, remedies and, if applicable, subordination provisions) materially less favorable to the Borrower and its Restricted Subsidiaries or to the Banks than the terms and conditions of (I) in the case of clause Indebtedness issued to the public or in accordance with Rule 144A or similar rule under the Securities Act of 1933, as amended (the "Securities Act"), the Senior Notes, (II) in the case of other senior Indebtedness, this Agreement and the other Credit Documents, and (III) in the case of other Indebtedness, similar Indebtedness of the Borrower then outstanding or if no similar Indebtedness of the Borrower is then outstanding, the Senior Notes (in each case excluding the impact of market conditions on the interest rate and other economic terms) and (D) the Borrower shall have determined, with respect to the incurrence of such Indebtedness, that the Borrower and its Restricted Subsidiaries would have been in compliance, on Pro Forma Basis, with Sections 8.09, 8.10 and 8.11 of this Agreement (any Indebtedness issued pursuant to this Section 8.04(h), "Additional Indebtedness"), provided further, that, the aggregate principal amount of any such Additional Indebtedness incurred directly by the Subsidiary Guarantors (taken as a whole), when added to the aggregate principal amount of Indebtedness incurred directly by the Subsidiary Guarantors (taken as a whole) pursuant to Section 8.04(j) shall not exceed $300,000,000 at any time outstanding; (i) if the Equity Interests Indebtedness of the transferred Borrower and its Restricted Subsidiaries constituting Permitted Refinancing Debt; and (j) additional Indebtedness of the Borrower and its Restricted Subsidiaries (including, but not limited to, Non-U.S. Subsidiary were subject Facility Letter of Credit Outstandings) not exceeding in an aggregate principal amount at any one time outstanding an amount equal to a pledge prior to such transfer$250,000,000, then 65% of provided that the voting Equity Interests and 100% of the non-voting Equity Interests aggregate principal amount of such Non-U.S. SubsidiaryIndebtedness incurred directly by the Subsidiary Guarantors (taken as a whole), or when added to the “first tier” holding company thereof that is aggregate principal amount of Additional Indebtedness incurred directly by the Subsidiary Guarantors (taken as a wholly owned Non-U.S. Subsidiarywhole) pursuant to Section 8.04(h), shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $300,000,000 at any time outstanding.

Indebtedness. CreateThe Borrower will not create, incur, assume or suffer ------------ to exist any Indebtedness (nor allow any of its Subsidiaries to create, incur, assume or suffer to exist any Indebtedness), exceptexcept for: (ai) Indebtedness owed to the Bank, including, without limitation, the Indebtedness represented by the Revolving Note and any Indebtedness in respect of letters of credit issued by the Loan Parties under the Loan DocumentsBank or in respect of any ACH transactions or in respect of any Foreign Exchange Contracts; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (Aii) Indebtedness of the Borrower or any Loan Party owing to the Borrower Subsidiary for taxes, assessments and governmental charges or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time levies not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note yet due and shall be pledged pursuant to the Security Agreementpayable; (eiii) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees unsecured current liabilities of the Borrower or any Restricted Subsidiary; Subsidiary (kother than for money borrowed or for purchase money Indebtedness with respect to fixed assets) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, upon customary terms in the ordinary course of business; (piv) purchase money Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business(including, including in respect of workers compensation claimswithout limitation, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (xcapitalized equipment leases) any bankers’ acceptance, letter of credit, warehouse receipt owed to equipment vendors and/or lessors for equipment purchased or similar facilities entered into leased by the Borrower for use in the ordinary course Borrower's business, provided that the total of business or Indebtedness permitted under this clause (yiv) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; plus presently-existing equipment financing permitted under clause (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interestsv) of this (S)4.1 will not exceed $1,000,000 in the Borrower (or aggregate outstanding at any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtednessone time; (v) other Indebtedness incurred in existing at the ordinary course of business in respect of obligations date hereof (including, without limitation, existing Subordinated Debt), but only to the extent set forth on item 4.1 of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and servicesattached Disclosure Schedule; (wvi) all premiums any guaranties or other contingent liabilities expressly permitted pursuant to (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v)S)4.3; (xvii) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, net intercompany amounts (not to exceed $5,800,000 in each case of a Loan Partythe aggregate) due from WED; (viii) loans made by the Borrower to Securities Corp. or by Securities Corp. to the Borrower; and (yix) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or net intercompany amounts due from Subsidiaries other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiarythan WED and Securities Corp.; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds same do not exceed $1,000,000 in principal amount individually or 800,000 in the aggregate shall be evidenced outstanding at any one time exclusive of amounts permitted by a promissory note and shall be pledged pursuant to the Security Agreement, clauses (vii) and (Bviii) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03above.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofSubordinated Debt; (c) Guarantees by the Borrower or any Restricted Subsidiary Indebtedness (including, without limitation, Contingent Obligations) in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially existence on the terms set forth in Restatement Effective Date which is listed on Annex V and any subsequent extension, renewal or refinancing thereof, so long as the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions principal amount of such IndebtednessIndebtedness is not increased as a result of such extension, renewal or refinancing; (Ad) Indebtedness of the Borrower or any Loan Party owing to incurred after the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Restatement Effective Date constituting guaranties of Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security AgreementFinancial Services Non-Thrift Subsidiaries; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect Permitted Acquisition Debt of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test PeriodInsurance Subsidiary; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as Repurchase or reverse repurchase obligations of the end Borrower or any Insurance Subsidiary incurred in the ordinary course of the Test Periodbusiness for short term liquidity management purposes; (g) Additional Indebtedness of Insurance Subsidiaries consisting of reimbursement obligations in respect of Swap Contracts letters of credit, or other Contingent Obligations, so long as the aggregate outstanding principal amount of Indebtedness incurred under this clause (g) does not incurred for speculative purposesexceed $20,000,000 at any time; (h) Indebtedness (other than for borrowed money) subject to Liens of Insurance Subsidiaries that is not otherwise permitted under this Section 7.017.04 not to exceed 5% of FIC Combined Surplus at any time; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) the Financial Services Non-Thrift Subsidiaries, PROVIDED, that the proceeds of such Indebtedness (other than the proceeds of securitization transactions entered into by Securitization Subsidiaries) are used to fund the operations of, and acquisitions by, such Financial Services Non-Thrift Subsidiaries and no Event part of Default shall exist such proceeds are advanced, loaned or result therefromdistributed to the Borrower or any of its other Subsidiaries (other than other Financial Services Non-Thrift Subsidiaries), and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with Thrift Subsidiaries, PROVIDED, that the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance proceeds of such Indebtedness are used to fund the operations of, and (2) the Total Leverage Ratio immediately prior acquisitions by, such Thrift Subsidiaries and no part of such proceeds are advanced, loaned or distributed to the consummation Borrower or any of such Permitted Acquisition and its other Subsidiaries (B) any Permitted Refinancing thereofother than other Thrift Subsidiaries); (j) Indebtedness representing deferred compensation owing to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness brokers in respect of netting servicesaccounts maintained with such brokers, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangementsincluding margin deposits, in each case, incurred in the ordinary course of business; (pk) Indebtedness incurred consisting of Interest Rate Protection Agreements or Other Hedging Agreements entered into by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued its Subsidiaries in the ordinary course of business, including so long as such Agreements are entered into in respect of workers compensation claims, health, disability the assets or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted such Subsidiary or obligations in respect for bona fide hedging purposes and not for purposes of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practicespeculation; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or owing to any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price Indebtedness of non-U.S. intellectual property rights any Subsidiary owing to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or Borrower, (iii) Indebtedness of any Insurance Subsidiary owing to any other Insurance Subsidiary, (iv) Indebtedness of any Financial Services Non-Thrift Subsidiary owing to any other Financial Services Non-Thrift Subsidiaries, (v) Indebtedness of any Thrift Subsidiary owing to any other Thrift Subsidiary, (vi) Indebtedness of FGCC to any other Financial Services Subsidiary and (vii) Indebtedness of any Financial Services Subsidiary to FGCC; (m) any guaranty by an Insurance Subsidiary of the obligations of another Insurance Subsidiary, or by a management Financial Services Non-Thrift Subsidiary of the obligations of another Financial Services Non-Thrift Subsidiary, or other fee owed to by a Thrift Subsidiary of the Borrower for services provided obligations of another Thrift Subsidiary, or by FGCC of the obligations of another Financial Services Subsidiary; (n) purchase money debt not exceeding 5% of Consolidated Net Worth at any time; (o) any guaranty by the Borrower of any ESOP Loan; (p) Indebtedness of any Financial Services Subsidiary under warehousing lines of credit (or similar credit facilities) established as part of a Loan Party to such Non-U.S. Subsidiaryloan securitization program; provided that and (Aq) in each caseadditional unsecured Indebtedness of the Borrower, so long as (i) at the time of the incurrence of any such Indebtedness no Default or Event of Default exists or would result from the incurrence thereof, (ii) at the time of the incurrence of any such Indebtedness, the Borrower will be in compliance with Sections 7.12 and 7.14 determined on a PRO FORMA basis as if such Indebtedness were outstanding and (iii) no such Indebtedness shall mature, or be subject to any Loan Party that exceeds $1,000,000 in principal amount individually mandatory prepayment, redemption, put or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant similar requirement prior to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Final Maturity Date.

Indebtedness. CreateEach of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of the Loan Parties under the Loan Documents; (bii) Existing Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof; provided there is no increase in the amount thereof (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) or other significant change in the terms thereof unless otherwise specified on Schedule 8.2.1; (iii) Indebtedness incurred with respect to Purchase Money Security Interests and Finance Leases as and to the extent permitted under Section 8.2.14 [Capital Expenditures and Leases]; (iv) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofIntercompany Subordination Agreement; (cv) Indebtedness of an Excluded Subsidiary owing to a Loan Party or another Excluded Subsidiary; (vi) Any (i) Lender Provided Interest Rate Hedge, (ii) Lender Provided Foreign Currency Hedge, (ii) other Interest Rate Hedge or Foreign Currency Hedge approved by the Administrative Agent or (iii) Indebtedness under any Other Lender Provided Financial Services Product; provided however, the Loan Parties shall enter into an Interest Rate Hedge or Foreign Currency Hedge only for hedging (rather than speculative) purposes; (vii) Guarantees by of the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (hviii) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist resulting from a bank or result therefromother financial institution honoring a check, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price draft or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into instrument in the ordinary course of business or (y) any letter of credit issued arising under or in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred connection with cash management services in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yix) other Indebtedness of any Non-U.S. Subsidiary to not otherwise provided for hereunder so long as the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in aggregate principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case does not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $5,000,000 outstanding at any time.

Indebtedness. CreateThe Borrower shall not, and shall not permit ATSC or any Restricted Subsidiary to, create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan DocumentsObligations; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee form of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, bank overdrafts in the ordinary course of business; (pc) the Subordinated Notes and obligations for fees, expenses and indemnifications related thereto; (d) Indebtedness in connection with any Receivables Transaction; (i) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) Capital Expenditures and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of Capital Lease obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments Subsidiary; provided, however, that Capital Expenditures made in connection with such goods and servicesthe Distribution Center shall not exceed $25,000,000 during the term of this Agreement; (wf) all premiums Indebtedness in respect of Accommodation Obligations permitted under Section 8.04; (if any), interest (including post-petition interest), fees, expenses, charges g) Indebtedness of ATSC to the Borrower and additional or contingent interest on obligations described any Restricted Subsidiary in clauses (a) through (vconnection with any advances made pursuant to Section 8.03(b); (h) Indebtedness in respect of Interest Rate Contracts; (i) intercompany Indebtedness among the Borrower and its Restricted Subsidiaries; (j) if the CAT Joint Venture becomes a Restricted Subsidiary, Indebtedness of the CAT Joint Venture existing on the date the CAT Joint Venture becomes a Restricted Subsidiary; (k) Indebtedness in connection with Liens permitted under clause (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt of Section 8.02(b); (l) Indebtedness under the Distribution Center Financing and Permitted Second Priority Refinancing Debt, in each case of a Loan Partythe Lease Financing; and (ym) other Indebtedness of any Non-U.S. Subsidiary to the Borrower or any and its Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or Subsidiaries not exceeding in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case principal amount of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03$5,000,000 at any one time outstanding.

Indebtedness. CreateOther than (a) the Indebtedness under the Loan Documents and (b) Indebtedness of the SP Sub (but only the SP Sub) incurred in connection with the Receivables Facility up to a maximum principal amount of $175,000,000.00 (or such greater amount that may be approved in writing by the Required Banks), TGI shall not, and shall not permit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist exist (i) any secured Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan Documentsintentionally omitted; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofintentionally omitted; (c) Guarantees by intentionally omitted; (d) intentionally omitted; (e) the Borrower or any Restricted Subsidiary IDBs existing on the date hereof so long as the principal amount thereof is not hereafter increased and no additional assets (other than as provided in respect of the Collateral Documents) become subject to Liens associated therewith; (f) Capital Lease Obligations and other Indebtedness set forth on Schedule 7.2.1 as of the Borrower or such Restricted Subsidiary otherwise date hereof; provided that the amount thereof is not hereafter increased and no additional assets become subject to any Liens thereon; (g) Indebtedness secured by Purchase Money Security Interests and Capital Lease Obligations incurred after the date hereof in an aggregate amount outstanding at any time (including additional IDBs) not to exceed $150,000,000; (h) any Bank-Provided Hedge; (i) Indebtedness under any Other Bank Provided Financial Services Product; (j) Permitted Refinancing Debt refinancing any Refinanced Debt (and any Guaranties thereof by Persons who were guarantors of the Refinanced Debt related thereto) permitted hereunder and pursuant to this Section 7.2.1 (i) to the extent permitted secured only by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such IndebtednessPermitted Refinancing Liens; (Ak) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such time, when combined with the Indebtedness to a Loan Party outstanding under clause (Aii) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgagebelow, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition25,000,000; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred secured solely by Liens permitted pursuant to this clause (i)(A), (xxvii) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end definition of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or DispositionLiens; (l) Guaranties by any Loan Party of secured Indebtedness consisting of obligations any other Loan Party otherwise permitted to be incurred under this Section 7.2.1(i) other than Sections (e) (except for pursuant to the IDB Guaranty and the Collateral Documents), (f), (j) and (m) of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitionsthis Section 7.2.1(i); (m) Cash Management Obligations any Indebtedness of a non-Loan Party (and other any Guarantee by a non-Loan Party of such Indebtedness) that, together with amounts incurred by non-Loan Parties pursuant to Section 7.2.1(ii)(c) below, does not exceed $50,000,000; provided, that such Indebtedness, if not secured, could have been incurred pursuant to Section 7.2.1(ii)(c) below at the time it is incurred; or (ii) any unsecured Indebtedness, except for: (a) Indebtedness of TGI in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (nx) Indebtedness the 2009 Bonds in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10175,000,000, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence Convertible Notes and (z) no Event of Default shall have occurred and be continuing or would result therefromthe ▇▇▇▇▇▇ Acquisition Debt, (ii) Permitted Second Lien Indebtedness so long as (x) provided, that such ▇▇▇▇▇▇ Acquisition Debt meets the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii);▇▇▇▇▇▇ Financing Parameters, (sb) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit notes issued in favor of the L/C Issuer or seller as consideration for an acquisition permitted under Section 7.2.6(ii) hereof; provided that: (A) the Swing Line Lender to support any Defaulting Lender’s participation Indebtedness evidenced by such notes is included in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) consideration for such acquisition and (iiB) any Permitted Refinancing thereof meeting such notes are subordinated to the requirements Obligations in a manner reasonably satisfactory to the Administrative Agent; provided, further, that such notes may be repaid in accordance with their terms at or before the Expiration Date so long as no Event of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower Default or any Restricted Subsidiary to pay the deferred purchase price of goods Potential Default then exists or services or progress payments in connection with will result from such goods and services; (w) all premiums (if any)payment, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yc) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiaryunsecured Indebtedness; provided that (A) the Obligations under this Agreement, the Notes and each of the other Loan Documents rank at least pari passu in priority of payment with such unsecured Indebtedness, (B) no Event of Default or Potential Default then exists nor will result from incurring such unsecured Indebtedness, (C) such Indebtedness shall mature no earlier than ninety (90) days after the Expiration Date to the extent such Indebtedness is incurred by a Loan Party and (D) not more than $50,000,000 principal amount of Indebtedness may be incurred pursuant to this clause and clause 7.2.1(i)(m), in the aggregate, by Subsidiaries that are not Loan Parties, and (E) after giving effect thereto, the Loan Parties shall be in compliance with the Total Leverage Ratio and the Senior Leverage Ratio, assuming that the maximum permitted Total Leverage Ratio is 0.50 to 1.00 less than the maximum permitted ratio set forth in Section 7.2.16 and the maximum permitted Senior Leverage Ratio is 0.25 to 1.00 less than the maximum permitted ratio set forth in Section 7.2.17; (d) Indebtedness of a Loan Party to another Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement; (e) Indebtedness in an aggregate principal amount outstanding at any time, when combined with Indebtedness outstanding under clause (i) (k) above, does not exceed $25,000,000; (f) Guaranties by any Loan Party of unsecured Indebtedness of any other Loan Party otherwise permitted to be incurred pursuant to this Section 7.2.1(ii), and Guaranties of any Subsidiary of TGI that is not a Loan Party of Indebtedness of any other Subsidiary that is not a Loan Party otherwise permitted to be incurred pursuant to this Section 7.2.1; provided that, in each case, any such Guaranties must meet all restrictions to which the Indebtedness that is being Guarantied is subject, including, without limitation, with respect to whom the obligors are on such Indebtedness or on any applicable subordination provisions or conditions to any incurrence; (g) Permitted Refinancing Debt; (h) Indebtedness of a non-Loan Party that exceeds $1,000,000 in principal amount individually Subsidiary to TGI or in any Subsidiary of TGI to the aggregate shall be evidenced by a promissory note and shall be pledged extent permitted pursuant to the Security AgreementSections 7.2.4(v), (viii), (x) and (B) in the case of clause xii); and (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03set forth on Schedule 7.2.1.

Indebtedness. Create, incur, suffer or permit to exist, or assume or suffer guarantee, directly or indirectly, or become or remain liable with respect to exist any IndebtednessBorrowed Money Indebtedness (as defined below), except: whether direct, indirect, absolute, contingent or otherwise, except the following: (a) Indebtedness of the Loan Parties under the Loan Documents; Obligations; (b) Indebtedness of the Borrower and its Subsidiaries outstanding liabilities existing on the date hereof of this Agreement and listed in disclosed on Schedule 7.03(b8.1 hereto and, except for the Parent Credit Facility, all renewals, extensions and replacements (but not increases) and of any Permitted Refinancing thereof; of the foregoing; (c) Guarantees by Indebtedness under the Borrower or any Restricted Subsidiary in respect of Canadian Facility and all renewals, extensions and replacements (but not increases) thereof; (d) purchase money Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth acquire Equipment not exceeding, in the applicable Guaranty aggregate, $10,000,000 outstanding at any one time; (e) in addition to Indebtedness permitted under the extent required by Section 6.12 and preceding clause (B) if the d), non-recourse Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding not to exceed $60,000,000 at any one time outstanding incurred by Subsidiaries of the Parent which is payable solely by recourse to Properties which are not included in the Collateral, which are not included in the "Borrowing Base" under the Parent Credit Facility and which are acquired or constructed by such Subsidiary after the date hereof; (f) Subordinated Debt so long as the net proceeds of such Subordinated Debt are applied in payment of the Loans or "Term Loans" under the Parent Credit Facility or, if no Loans or "Term Loans" under the Parent Credit Facility remain outstanding, so long as the Loan Commitments or the "Revolving Loan Commitments" under the Parent Credit Facility are reduced by an amount equal to the net proceeds of such Subordinated Debt; (g) Interest Rate Risk Indebtedness, together with "Interest Rate Risk Indebtedness" as defined in the Parent Credit Facility; (h) insurance premiums financed with the applicable insurance carrier; (i) Indebtedness under the Bond Documents and Indebtedness under (or permitted under) the Parent Credit Facility, but only so long as the Agent is the "Agent" under the Parent Credit Facility and the Lenders hold "Term Loans," "Revolving Loans" and/or "Revolving Loan Commitments" under the Parent Credit Facility in amounts sufficient to constitute "Majority Lenders" under the Parent Credit Facility, and (j) other Borrowed Money Indebtedness not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 30,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for on terms no more restrictive than the terms provided herein. For purposes of this Agreement, "Borrowed Money Indebtedness" shall mean, with respect to any Person, without duplication, (a) all obligations of such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than Person for borrowed money, (b) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation all obligations of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)Person evidenced by bonds, debentures, notes or similar instruments, (xc) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance all obligations of such Indebtedness and Person under conditional sale or other title retention agreements relating to Property purchased by such Person, (2d) the Total Leverage Ratio immediately prior to the consummation all obligations of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing Person issued or assumed as the deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price of property or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; services (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness excluding trade accounts payable incurred in the ordinary course of business in respect of such Person's business), (e) all Capital Lease Obligations, (f) all obligations of others of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described types specified in clauses (a) through (v); e) above secured by any lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (xg) Permitted Unsecured Refinancing DebtInterest Rate Risk Indebtedness, Permitted First Priority Refinancing Debt together with "Interest Rate Risk Indebtedness" as defined in the Parent Credit Facility, (h) all outstanding letters of credit issued for the account of such Person and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment all guarantees of such Person of obligations of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary type referred to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and foregoing clauses (Ba) in the case of clause through (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03j).

Indebtedness. CreateJCC Holding will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Indebtedness of the Borrower (which may be guaranteed on a subordinated basis by one or more Guarantors) pursuant to the Senior Subordinated Notes in an aggregate principal amount not to exceed (x) $187,500,000 (plus (A) the aggregate amount of any Contingent Interest accrued but unpaid and its Subsidiaries outstanding (B) the aggregate principal amount of additional Senior Subordinated Notes issued as interest in lieu of cash interest, in each case in accordance with the terms of the Senior Subordinated Note Indenture to the extent the same may be deemed to be principal), less (y) the aggregate principal amount of all repayments of principal of Senior Subordinated Notes effected after the Initial Borrowing Date; (iii) Existing Indebtedness shall be permitted to the extent the same is listed on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing IV, but no refinancings or renewals thereof; (civ) Guarantees accrued expenses and current trade accounts payable incurred in the ordinary course, including any Management Fees deferred pursuant to Article 9.01(c) of the Management Agreement; (v) Indebtedness under Interest Rate Protection Agreements relating to Indebtedness otherwise permitted under this Section 9.04; (vi) Indebtedness subject to Liens permitted under Sections 9.01(vii) and (ix) or evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.07, provided that (x) such Indebtedness shall be incurred after, and shall relate solely to assets acquired after, the Termination of Construction Date has occurred, (y) in no event shall the aggregate principal amount of such Indebtedness and Capitalized Lease Obligations exceed $10,000,000 (which amount shall increase by $5,000,000 on each of the first three anniversaries of the date of this Agreement, but on a prospective basis only) at any time outstanding and (z) in no event shall more than $5,000,000 of such amount be incurred to replace any assets owned or leased on or prior to the Termination of Construction Date; (vii) subordinated Indebtedness or obligations of the Borrower to repay amounts advanced by the Borrower Completion Guarantors pursuant to the Completion Guaranties or Completion Guarantor Loan Documents or by HET or HOC pursuant to the Construction Lien Indemnity Obligation Agreement and any Restricted Subsidiary in respect interest or other amounts payable pursuant thereto, which obligations may, subject to compliance by the Completion Guarantors or HET or HOC, as the case may be, with all requirements of applicable law and contracts, indentures and loan agreements binding upon them, constitute subordinated Indebtedness of the Borrower Borrower, the Completion Guarantors or HET or HOC, as the case may be, under the Completion Guarantor Loan Agreement or the Construction Lien Indemnity Obligation Agreement, as the case may be, in an aggregate principal amount not to exceed the amount of any payments made by the Completion Guarantors or HET or HOC, as the case may be, under the Completion Guaranties or the Construction Lien Indemnity Obligation Agreement, as the case may be, plus any increase in the principal amount thereof as a result of capitalized interest, provided that all such obligations and Indebtedness shall be subject to the terms of the Completion Guarantor Subordination Agreement (and all payments with respect thereto shall be Restricted Payments subject to the requirements of Section 9.03); (viii) Indebtedness of CPD, FPD or any Subsidiary otherwise permitted hereunder of CPD or FPD incurred in connection with, and to finance, the development of the Specified Real Estate so long as (i) the aggregate principal amount thereof at any time outstanding does not exceed the amount determined in good faith by management of JCC Holding to be necessary to develop such Specified Real Estate plus, if such Specified Real Estate was purchased by the respective Subsidiary from CPD or FPD pursuant to Section 9.02 (iv), the amount of cash paid to CPD or FPD, as the case may be, by such Subsidiary to effect such purchase, (ii) the only assets securing such Indebtedness are the respective Specified Real Estate and the improvements, furniture, fixtures and equipment related thereto (and any other assets of CPD, FPD or the respective Subsidiary of CPD or FPD, as the case may be, which incurred such Indebtedness), (iii) such Indebtedness is expressly made non-recourse to JCC Holding and each Subsidiary of JCC Holding (other than CPD, FPD or the respective Subsidiary of CPD or FPD, as the case may be, which incurred such Indebtedness) and (iv) each incurrence of Indebtedness pursuant to this clause (viii) is approved in writing by the Required Banks, which approval may be granted or withheld by the Required Banks in their sole discretion (it being understood and agreed that, without limitation, if the Required Banks approve any such Indebtedness, the Required Banks shall also retain the right to approve the principal amount thereof and all terms of the respective Indebtedness); (ix) unsecured Indebtedness of the Permitted Subsidiaries consisting of, without duplication, letters of credit (other than Letters of Credit issued pursuant to this Agreement) and reimbursement obligations with respect thereto so long as the aggregate amount thereof at any time outstanding does not exceed $5,000,000; (x) Indebtedness of Permitted Subsidiaries to JCC Holding or its Subsidiaries to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness9.05(viii); (Axi) Indebtedness of the Borrower or any Loan Party owing (which may be guaranteed on a subordinated basis by JCC Holding) pursuant to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater sum of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and $27,500,000 plus (y) the Borrower and its Restricted Subsidiaries shall be aggregate principal amount of additional Convertible Junior Subordinated Debentures issued as interest in Pro Forma Compliance lieu of cash interest in accordance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as terms of the end Convertible Junior Subordinated Debenture Indenture (less any repayments or prepayments of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing principal thereof); (jxii) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, pursuant to the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Junior Subordinated Credit Facility in an aggregate principal amount not to exceed $150,000,000 22,500,000 plus any time outstandingincrease in the principal amount thereof as a result of capitalized interest (less any repayments or prepayments of principal thereof); (oxiii) Indebtedness consisting of the Borrower (Awhich may be guaranteed on a subordinated basis by one or more Guarantors) pursuant to the financing Senior Subordinated Contingent Notes issued in accordance with the Plan of insurance premiums or Reorganization (B) take-or-pay obligations contained and any replacement Senior Subordinated Contingent Notes issued in supply arrangementsaccordance with the Senior Subordinated Contingent Note Indenture), with all payments in each case, respect of the Senior Subordinated Contingent Notes to be contingent payments limited to 75% of EBITDA (as defined in the ordinary course Senior Subordinated Contingent Note Indenture) over $85 million and under $109,425,380, calculated on an annual basis in accordance with, and as more fully provided in, the Senior Subordinated Contingent Note Indenture, as reduced by any repayments actually made in respect of businesssaid Senior Subordinated Contingent Notes; (pxiv) unsecured Indebtedness incurred by of the Borrower or incurred for the sole purpose of making any Restricted Subsidiary constituting reimbursement obligations with respect payments permitted pursuant to letters of credit issued 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 claimsSection 9.03(viii); provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower no scheduled repayment of such indebtedness shall be in Pro Forma Compliance with due prior to the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10Tranche B-2 Term Loan Maturity Date, (y) the Borrower’s Total Leverage Ratio interest rate applicable to such Indebtedness shall be less than 6.00 not exceed (a) if such Indebtedness is floating rate debt, the rate of interest payable with respect to 1.0 Tranche B-1 Term Loans hereunder and (b) if the Indebtedness is fixed rate debt, the Base Rate as in effect on the date of the end incurrence of the Test Period last endedsuch Indebtedness plus 1.5% per annum, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time aggregate principal amount of such Indebtedness required to comply with Section 7.10, incurred hereunder after the Effective Date shall not exceed $5,000,000; (yxv) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as Indebtedness of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred Borrower pursuant to clause the Performance Bond in an aggregate principal amount which is the same as the Performance Bond provided to the City pursuant to the GDA (i) less any repayments or (iiprepayments of principal thereof); (sxvi) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or Borrower representing reimbursement obligations under the Swing Line Lender to support any Defaulting Lender’s participation in Letters Minimum Payment Guaranty Documents, so long as the aggregate principal amount of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(Ereimbursement obligations thereunder (excluding contingent reimbursement obligations for payments which have not been made thereunder) or 2.04(b), respectively;at no time exceeds $5,000,000; and (txvii) Indebtedness of JCC Holding and/or the Borrower pursuant to current or former officersguarantees delivered by them in accordance with the requirements of Section 9.05(iv). Notwithstanding anything to the contrary contained above, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests in no event may any Indebtedness be incurred (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(ivthis Agreement) which would constitute Tranche A Obligations or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing DebtTranche B-1 Obligations, in each case of a Loan Party; and unless the Required Banks specifically consent thereto (yand to its treatment as Tranche A Obligations or Tranche B-1 Obligations, as the case may be) Indebtedness of any Non-U.S. Subsidiary prior to the Borrower or any Restricted Subsidiary representing (i) the deferred payment time of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary incurrence thereof, and provided further, that any consents specifically required by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price definitions of non-U.S. intellectual property rights Tranche A Obligations and Tranche B-1 Obligations contained herein are obtained prior to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03thereof.

Indebtedness. CreateThe Borrower will not, incurand will not permit any Restricted Subsidiary to, assume create, incur or suffer to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Closing Date and listed set forth in Schedule 7.03(b) 8.01 and any Permitted Refinancing Indebtedness in respect thereof; (c) Guarantees by Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02Subsidiary; provided that (A) no Guarantee any Indebtedness owing by any a Loan Party to a Restricted Subsidiary of any Indebtedness constituting that is not a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee Loan Party shall be subordinated to the Guarantee of the Obligations on terms at least as favorable reasonably satisfactory to the Lenders as those contained in the subordination provisions of such IndebtednessAdministrative Agent; (Ad) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) incurred to finance the purchaseacquisition, repair construction or improvement of any fixed or capital assets within (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the limitations set forth in Section 7.01(i) acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing thereofIndebtedness in respect of any of the foregoing; provided that the aggregate principal amount of all such Indebtedness at any one time outstanding incurred in reliance on this clause (d) shall not exceed the greater of (i) $200,000,000 and (ii) 9.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at any time outstanding; (e) obligations in connection with any Permitted Receivables Financing; (i) unsecured Indebtedness of the Loan Parties; provided that (x) both immediately before and after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis, (y) such indebtedness (A) $90,000,000 shall have a maturity date no earlier than 91 days following the then Latest Maturity Date (as of the date such Indebtedness was incurred) and (B) 4.5% shall not require any scheduled payment of Total Assets principal prior to the maturity date thereof and (z) the covenants and events of default contained in such Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined in good faith by a Responsible Officer of the end Borrower) than the terms of this Agreement unless the Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Test PeriodLenders and (ii) Permitted Refinancing Indebtedness in respect of the foregoing; (fg) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition (provided that such Indebtedness was not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary) so long as, immediately after giving effect to such Permitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and any Permitted Refinancing Indebtedness in respect of the foregoing; (h) Indebtedness in respect of Swap Contracts; provided that such Swap Contracts are (or were) entered into in for the purpose of mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and not for purposes of speculation; (i) Indebtedness of Restricted Subsidiaries of the Borrower that are not Loan Parties in an aggregate principal amount outstanding at any one time outstanding for all such Persons taken together not exceeding the greater of to exceed (Ax) $90,000,000 and 50,000,000 plus (By) 4.5% in the case of Total Assets as Foreign Subsidiaries organized under the Laws of the end People’s Republic of the Test PeriodChina, RMB450,000,000; (gj) to the extent constituting Indebtedness, indemnification and non-compete obligations or adjustments in respect of the purchase price (including earn-outs and other contingent deferred payments) in connection with any Permitted Acquisition or sale or disposition permitted by Section 8.05; (k) Indebtedness in respect of Swap Contracts not incurred for speculative purposesworkers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties and similar arrangements, in each case in the ordinary course of business; (hl) Indebtedness (arising from the honoring by a bank or other than for borrowed money) subject to Liens permitted under Section 7.01financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is promptly repaid; (im) (A) other Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with a principal amount up to but not exceeding in the covenant set forth in Section 7.10, if then in effect, and aggregate outstanding on the Borrower’s Total Leverage Ratio shall be no greater than date such Indebtedness is incurred the greater of (1i) 6.00 to 1.0 $200,000,000 and (ii) 9% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the end of the Test Period last ended, after giving effect Borrower delivered pursuant to such Permitted Acquisition and the assumption, incurrence Section 7.01(a) or issuance of such Indebtedness and (2b) the Total Leverage Ratio immediately prior to the consummation date of incurrence thereof) at such Permitted Acquisition time; (n) the Senior Notes and (B) any Permitted Refinancing thereofIndebtedness in respect of the foregoing; (jo) Indebtedness representing deferred compensation to employees of the Borrower or any and its Restricted Subsidiary;Subsidiaries incurred in the ordinary course of business (kp) Indebtedness constituting obligations for indemnification, incurred in the adjustment ordinary course of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person business in connection with Permitted Acquisitions; (m) Cash Management Obligations cash pooling arrangements and other Indebtedness cash management incurred in the ordinary course of business in respect of netting services, overdraft protections services and similar arrangements in each case in connection with cash management and deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (oq) Indebtedness consisting of (A) unpaid insurance premiums owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (pr) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing Guarantees of Indebtedness incurred pursuant to clause (i) or (ii)otherwise permitted by this Section 8.01 and of other obligations otherwise permitted hereunder; (s) $790,662,500 plus the principal amount of any “Incremental Term Loan Commitments” and/or increases in the “Revolving Commitments” (as such terms are defined in the Existing Credit Agreement as in effect on the date hereof) funded pursuant to Section 2.01(d) of the Existing Credit Agreement as in effect on the date hereof without waiver of any requirements thereof (and any Permitted Refinancing with respect thereto); and (t) any Refinancing Debt Securities and any Permitted Refinancing Indebtedness in respect of (x) any bankers’ acceptance, letter the foregoing. The accrual of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount, discount or liquidation preferences and the payment of interest or dividends increases in the form amount of additional Indebtedness shall outstanding solely as a result of fluctuations in each case the applicable amount of any Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.038.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Borrower dated such date prepared in accordance with GAAP. This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral. Further, for purposes of determining compliance with this Section 8.01, if an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Indebtedness (or any portion thereof) permitted by this Section 8.01, the Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 8.01 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred pursuant to only such clause or clauses (or any portion thereof); provided, that all Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 8.01.

Indebtedness. Create, incur, assume or suffer be or remain liable with respect to exist any Indebtedness, except: or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except the Obligations to the Lenders, and, so long as an Event of Default has not occurred and is continuing, the following payments may be made: (ai) Indebtedness regularly scheduled semi-annual interest payments, any payments of the Loan Parties cash in lieu of fractional shares of common stock of Parent, and any delivery of shares of common stock of Parent due upon conversion in each case under the Loan Documents; (b) 2019 Convertible Senior Subordinated Notes Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that under the 2019 Convertible Senior Subordinated Notes Indenture, and (ii) (A) if no Guarantee by any Restricted Subsidiary Advances are outstanding, payment or prepayment (including, for the avoidance of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee doubt, cash amounts due upon conversion) of the Obligations substantially on the terms set forth in the applicable Guaranty 2019 Convertible Senior Subordinated Notes Indebtedness to the extent required by Section 6.12 and permitted under the 2019 Convertible Senior Subordinated Notes Indenture, or (B) if Advances are outstanding, payment or prepayment (including, for the Indebtedness being Guaranteed is subordinated to the Obligationsavoidance of doubt, such Guarantee shall be subordinated to the Guarantee cash amounts due upon conversion) of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) 2019 Convertible Senior Subordinated Notes Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent permitted under the 2019 Convertible Senior Subordinated Notes Indenture so long as such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness prepayments (other than for borrowed moneycash in lieu of fractional shares of common stock of Parent) subject to Liens permitted under are fully funded with new cash proceeds received by Parent from the sale and issuance of its capital stock or Subordinated Debt.” 4) Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as 7.6 of the end of the Test Period last ended, after giving effect to such Permitted Acquisition Loan and the assumption, incurrence or issuance of such Indebtedness Security Agreement is hereby amended and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person restated in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long its entirety as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.follows:

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:except the following (collectively, "Permitted Indebtedness"): (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Existing Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof Closing Date and listed in on Schedule 7.03(b) and 4 of the Disclosure Letter, without giving effect to any Permitted Refinancing thereofsubsequent extension, renewal or refinancing thereof except to the extent set forth on such Schedule 4, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing; (c) Guarantees by Indebtedness under Interest Rate Protection Agreements in notional amounts not to exceed the Borrower or any Restricted Subsidiary in outstanding Loans pursuant to this Agreement, such Interest Rate Protection Agreements to be reasonably acceptable to the Administrative Agent and entered into with respect of to other Indebtedness permitted under this Section 10.4; (d) Indebtedness of the Borrower or such Restricted Subsidiary otherwise Companies evidenced by Capitalized Lease Obligations (to the extent permitted hereunder pursuant to Section 10.7 and 10.8) and purchase money Indebtedness described in Section 10.1(g), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause (iv) exceed $10,000,000 at any time outstanding; (e) intercompany Indebtedness among the Companies to the extent permitted by Section 7.02; provided that Sections 10.5(k), (Am), (n), (o) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodp); (f) Indebtedness consisting of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding guaranties by the greater Companies of (A) $90,000,000 and (B) 4.5% of Total Assets as Indebtedness of the end of the Test Period;Companies otherwise permitted to be incurred under this Section 10.4; infoUSA Credit Agreement (g) Indebtedness under Other Hedging Agreements providing protection against fluctuations in respect currency values in connection with the Borrower's or any of Swap Contracts its Subsidiaries' operations so long as management of the Borrower or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities and are not incurred for speculative purposes; (h) the Indenture Indebtedness and Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (other than debt for borrowed moneymoney incurred in connection with industrial revenue or industrial development bond financings), it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness of the type described in Section 10.1(g) subject to Liens shall not constitute debt for borrowed money for purposes of this clause (y), and (z) at the time of such Permitted Acquisition, the aggregate of all Indebtedness permitted under Section 7.01this clause (ix) does not exceed the greater of $5,000,000 or 15% of the total value of the assets of all Subsidiaries (or assets) so acquired since the Closing Date hereof; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (Aexcept in the case of daylight overdrafts) Indebtedness (not constituting Disqualified Equity Interests) assumed drawn against insufficient funds in connection with any Permitted Acquisition; provided that the ordinary course of business, so long as such Indebtedness not otherwise constituting Indebtedness permitted under this Section 10.4 is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as extinguished within two Business Days of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation in respect of bid, performance, advance payment or surety bonds entered into in the ordinary course of business and consistent with past practices in an aggregate amount not to employees of the Borrower or exceed $1,500,000 at any Restricted Subsidiary;time outstanding; and (k) so long as no Default or Event of Default then exists or would result therefrom, additional unsecured Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness the Companies in an aggregate principal amount not to exceed $150,000,000 10,000,000 at any one time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateThe Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any IndebtednessFinancial Indebtedness or issue any Disqualified Stock (or other preferred stock), except: (a) a. Financial Indebtedness of the Loan Parties created under the Loan Documents; (b) b. Financial Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Petition Date and listed in on Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.026.01(b); provided that (Ai) no Guarantee by any Restricted Subsidiary incremental draws under its existing Financial Indebtedness on or after the Closing Date shall not be permitted without the prior consent of each Lender and (ii) any Prepetition Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee stayed during the pendency of the Obligations substantially on the terms set forth Cases; c. Guarantees incurred in compliance with Section 6.04; d. Financial Indebtedness in the applicable Guaranty form of Swap Agreements permitted under Section 6.07 in respect of the Loan Parties that are Debtors, pursuant to the First Day Orders; and e. Financial Indebtedness between or among (i) the Loan Parties, (ii) Subsidiaries of the Parent that are not Loan Parties or (iii) Loan Parties and Subsidiaries that are not Loan Parties, to the extent required by Section 6.12 and (Bx) if set forth on Schedule 6.01(e) or (y) following the Indebtedness being Guaranteed is subordinated Closing Date, payables incurred in the ordinary course operation of the business consistent with historical practice. Notwithstanding anything in this Agreement or the other Loan Documents to the Obligationscontrary, such Guarantee all Financial Indebtedness between or among the Parent and any of its Subsidiaries (other than Financial Indebtedness solely between Subsidiaries that are not Loan Parties) shall at all times (other than as agreed by the Required Lenders) be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed subject to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000customary intercompany subordination agreement; provided that any notwithstanding the foregoing, such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall intercompany subordination agreement may be evidenced entered into by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following after the Closing Date (as such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided time frame may be extended by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; Administrative Agent (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as direction of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (iRequired Lenders) or the Required Lenders in their sole discretion (iiwhich extension may be via email); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateThe Borrower shall not, and shall not permit any other Borrower Group Member to, create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except:except the following (collectively, “Permitted Debt”): (a) Indebtedness of the any Borrower Group Member pursuant to any Loan Parties under the Loan DocumentsDocument, including Indebtedness incurred pursuant to Section 2.19 and Section 2.20; (b) Indebtedness Guarantee Obligations incurred in the ordinary course of the Borrower business and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofperformance guarantees; (c) Guarantees Indebtedness (including Capital Lease Obligations) secured by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent Liens permitted by Section 7.02; provided that (A6.01(g) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 2,500,000 at any one (1) time outstanding; (od) Indebtedness consisting under any Hedge Agreement entered into in accordance with Section 6.12; (e) to the extent constituting Indebtedness, obligations in respect of (A) the financing of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums or (B) premiums, take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness agreements and similar obligations incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent and not in connection with past practiceIndebtedness for Borrowed Money; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (sf) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter and not in respect of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectivelyHedge Agreements; (tg) Indebtedness to current the extent constituting Indebtedness, obligations under Contractual Obligations in effect on or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) as of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06Closing Date that are not Indebtedness for Borrowed Money; (uh) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness incurred under the ABL Credit Agreement not to exceed $20,000,000 (which amount may be increased up to $30,000,000 with Coordinating Lead Arranger consent after the Closing Date) in the aggregate principal amount outstanding at any time, and any related Guarantee Obligations of the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements Parties in respect of Permitted Subordinated such Indebtedness; (vj) unsecured Indebtedness owed by any Borrower Group Member to any other Borrower Group Member; provided that (i) for so long as any Obligations are outstanding, the agreements and/or instruments representing or governing such Indebtedness shall expressly provide that no payments (including with respect to interest and fees) shall be required to be made with respect to such Indebtedness other than with the proceeds of any Restricted Payment otherwise permitted to be made under the terms of this Agreement, (ii) such Indebtedness shall be subject to terms of subordination reasonably acceptable to the Required Lenders and (iii) such Indebtedness shall be pledged to the Collateral Agent for the benefit of the Lenders on the same terms and conditions contemplated by the Collateral Agreement with respect to intercompany indebtedness (any such Indebtedness being “Permitted Junior Debt”); (k) Indebtedness in the nature of customary and commercially reasonable contingent obligations and purchase price or similar adjustments incurred under any agreement to Dispose of property or Equity Interests that is permitted pursuant to Section 6.04 and not in connection with Indebtedness for Borrowed Money; (l) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the ordinary course of business and in respect of obligations of the Borrower or an aggregate principal amount not to exceed $1,000,000 at any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and servicesone time outstanding; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (ym) Indebtedness of any Non-U.S. Subsidiary to the Borrower Group Member assumed or acquired in connection with any Restricted Subsidiary representing Permitted Acquisition or other Investment permitted under this Agreement; provided, that (i) the deferred payment such Indebtedness was not created or incurred in contemplation of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower such Permitted Acquisition or a Restricted Subsidiary to such Non-U.S. Subsidiary, Investment and (ii) the purchase price aggregate principal amount of non-U.S. intellectual property rights to such Indebtedness outstanding at any time shall not exceed $7,500,000; (n) Indebtedness for Borrowed Money of any Foreign Subsidiary of Borrower and any unsecured Guarantee Obligations of Borrower in respect of such Foreign Subsidiary’s Indebtedness, so long as the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by aggregate principal amount outstanding does not exceed $10,000,000 at any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiarytime; provided that any such Indebtedness must comply with the Required Additional Debt Terms; (Ao) Other Subordinated Indebtedness permitted to be incurred under Section 2.20(b) and any related Guarantee Obligations of the Loan Parties in each caserespect thereof; (p) other unsecured Indebtedness of the Borrower Group Members in an aggregate principal amount outstanding which does not exceed $3,000,000 (plus any amounts that constitute interest payable in kind by capitalizing such interest and increasing the outstanding principal amount of such Indebtedness incurred under this Section 6.02(p)) at any time; provided that such Indebtedness (x) has a final maturity no earlier than the date that is ninety-one (91) days after the Maturity Date, (y) does not permit cash payments of interest by any Borrower Group Member in excess of 6% per annum of the notional amount of such Indebtedness in any calendar year, and (z) is not subject to any mandatory redemption or prepayment provisions or rights. To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one (1) subsection of this Section 6.02 the Borrower may allocate such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually one (1) or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests more of such Non-U.S. Subsidiary, or subsections and in no event shall the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual same portion of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to utilize or be an incurrence attributable to more than one (1) subsection. For the avoidance of doubt, any Indebtedness permitted to be incurred by any Borrower Group Member, as the case may be, under a specific subsection of this Section 6.02 and any Guarantee Obligation in respect of such Indebtedness which is also permitted to be incurred by any Borrower Group Member, as the case may be, under the same subsection of this Section 6.02 shall not count as two (2) separate amounts of Indebtedness for purposes of this Section 7.03calculating compliance with the limitations set forth in such subsection.

Indebtedness. CreateThe Parent Entity will not permit any of its Restricted Subsidiaries to create, incur, assume or suffer permit to exist exist, any Indebtedness, except: (a) Indebtedness of the Loan Parties created under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Closing Date and listed set forth in Schedule 7.03(b6.01 (other than Indebtedness under Permitted Receivables Facilities) and any Permitted Refinancing thereofIndebtedness in respect of Indebtedness permitted by this clause (b); (c) Guarantees by the Borrower or any Restricted Subsidiary in respect Indebtedness (i) of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of Parent Entity or any Non U.S. other Restricted Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (Cii) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary that is a Loan Party; (d) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in an connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (d); provided that (i) such Indebtedness (other than Permitted Refinancing Indebtedness permitted above in this clause (d)) is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair, replacement or improvement and (ii) the aggregate principal amount outstanding of Indebtedness permitted by this clause (d) shall not exceed $125,000,000 at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementoutstanding; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgageworkers compensation claims, industrial revenue bondhealth, industrial development bonddisability or other employee benefits or property, and similar financings) to finance casualty or liability insurance or self-insurance in the purchase, repair or improvement ordinary course of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodbusiness; (f) Indebtedness of Restricted Subsidiaries incurred pursuant to Permitted Receivables Facilities; provided that are the Attributable Receivables Indebtedness thereunder shall not Loan Parties in exceed an aggregate principal amount of $1,000,000,000 at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodoutstanding; (g) Indebtedness under Swap Agreements entered into in respect the ordinary course of Swap Contracts business and not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations issued or incurred in the ordinary course of business; (i) (A) Indebtedness (in respect of judgments, decrees, attachments or awards that do not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no constitute an Event of Default shall exist or result therefrom, and under clause (yk) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofArticle VII; (j) Indebtedness representing consisting of bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation to employees of the Borrower or any Restricted Subsidiarysimilar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05; (k) Indebtedness constituting obligations for indemnificationin the form of (x) Guarantees of loans and advances to officers, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Dispositiondirectors, consultants and employees, in an aggregate amount not to exceed $10,000,000 at any one time outstanding, and (y) reimbursements owed to officers, directors, consultants and employees; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions[reserved]; (m) Cash Management Obligations and other Indebtedness in respect of card obligations, netting services, overdraft protections protections, cash management services and similar arrangements arrangements, in each case case, in connection with cash management and deposit accountsthe ordinary course of business; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (Ax) the financing of insurance premiums with the providers of such insurance or their Affiliates or (By) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (po) Indebtedness incurred supported by a letter of credit issued under the Borrower or Existing Credit Agreement in a principal amount not to exceed the face amount of such letter of credit; provided that the aggregate face amount outstanding at any Restricted Subsidiary constituting reimbursement obligations with respect to time of all letters of credit issued in supporting Indebtedness permitted by this clause (o) shall not exceed the ordinary course aggregate face amount of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such all letters of credit or permitted to be issued under the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrenceExisting Credit Agreement as in effect on the Closing Date; (qp) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, denominated in each case foreign currencies in the ordinary course of business or consistent with past practicean aggregate face amount outstanding at any time not to exceed $100,000,000; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower not otherwise permitted by this Section 6.01; provided that Indebtedness shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, permitted to be incurred pursuant to this clause (q)(i) only if the Borrower is at the time of such Indebtedness required is incurred the aggregate principal amount of Indebtedness outstanding (or deemed outstanding) pursuant to comply this clause (q)(i) when combined with the aggregate principal amount of Indebtedness secured by Liens permitted under Section 7.106.02(r)(i) and the aggregate principal amount of Attributable Indebtedness outstanding under Section 6.05(c), (y) would not exceed the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence Permitted Priority Debt Amount; and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of Indebtedness permitted under the foregoing clause (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(bq)(i), respectively;; and (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (wr) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (xq) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03above.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: Indebtedness (exclusive of trade debt) except in respect of (a) Indebtedness of the Loan Parties under the Loan Documents; Obligations; (b) Indebtedness Capitalized Lease Obligations consisting of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness Capital Lease of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the wet sand plant located in ▇▇▇▇▇▇ County, Wisconsin plus additional Capitalized Lease Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all not to exceed $25,000,000; (c) Permitted Purchase Money Indebtedness; (d) Indebtedness under any Hedge so long as such Persons taken together Indebtedness (except to the extent constituting Hedge Liabilities) is unsecured; (e) Indebtedness owing to any other Credit Party or Restricted Subsidiary thereof so long as any such Indebtedness owing to any Person that is not exceeding the greater of a Credit Party is subordinated pursuant to an agreement reasonably satisfactory to Agent; (Af) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; guarantees permitted under Section 7.3; (g) to the extent not otherwise described in this Section 7.6, Indebtedness set forth on Schedule 7.6 and any Refinancing Indebtedness in respect thereof; (h) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers workers’ compensation claims, health, disability or other employee benefits or property, property casualty or liability insurance or insurance, and self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related theretoobligations, in each case in the ordinary course of business or consistent with past practice; business; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, (j) Indebtedness of the Parent Guarantor or any Restricted Subsidiary consisting of the financing of insurance premiums, (k) Indebtedness arising from agreements of the Parent Guarantor or any Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with a Disposition permitted under Section 7.1(b) or a Permitted Unsecured Acquisition, (l) Indebtedness of the Parent Guarantor or any Restricted Subsidiary in connection with performance bonds, bid bonds, appeal bonds, bankers acceptances, insurance obligations, workers’ compensation claims, health or other types of social security benefits, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by the Parent Guarantor or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and in each case not in connection with the borrowing of money or the obtaining of advances, (m) Indebtedness in an amount not to exceed (x) $50,000,000 at any time outstanding in the aggregate and (y) an additional amount in the form of senior notes, so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, immediately before and after giving effect to the incurrence of any such incurrence Indebtedness, and the application of the use of proceeds therefrom: (zi) no Event of Default shall have occurred and or be continuing or would result shall be caused thereby; (ii) after giving effect to the incurrence of such Indebtedness and the use of proceeds therefrom, Parent Guarantor and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 6.5 as of the last day of the fiscal quarter most recently ended on or prior to the date of such incurrence of Indebtedness for which financial statements have been provided to Agent pursuant to Section 9.7 or 9.8 (as applicable); and (iii) (A) such Indebtedness shall not mature and shall not provide for any mandatory prepayments, offers to repurchase or redemptions (other than customary asset sale and change of control offers) until at least 91 days after the Maturity Date, (B) such Indebtedness shall not be guaranteed by any person other than a Credit Party, (C) the aggregate amount of Indebtedness permitted to be incurred under this Section 7.6(m) by Restricted Subsidiaries that are not Credit Parties shall not exceed $10,000,000 at any time outstanding, (D) the covenants, mandatory prepayments, events of default and guarantees of such Indebtedness, taken as a whole, shall not be materially more restrictive to the Credit Parties than the terms of this Agreement, as determined by the Borrowing Agent in good faith, unless (1) such provisions are added to this Agreement for the benefit of the Lenders hereunder or (2) any such provisions apply after the Maturity Date and (E) the Borrowing Agent shall have furnished to the Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of the preceding clauses (i), (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing and containing the calculations required by the preceding clause (ii); provided that no more than $10,000,000 of Indebtedness incurred pursuant to this clause (im) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall may be evidenced secured by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Lien.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; evidenced by Capitalized Lease Obligations (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by pursuant to Section 7.029.07) and purchase money Indebtedness described in Section 9.01(vii); provided that (A) in no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation event shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in Capitalized Lease Obligations and the principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness incurred or assumed in each case after the Effective Date permitted by this clause (iii), when added to the aggregate principal amount of all Indebtedness incurred pursuant to Section 9.04(v) and (xiv), exceed $10,000,000 at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodoutstanding; (fiv) subordinated Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; evidenced by the Existing Senior Subordinated Notes (kwhich may be guaranteed on a subordinated basis by Subsidiary Guarantors as provided in the Existing Subordinated Notes Indenture) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 200,000,000 (as (x) increased by the aggregate principal amount of Additional Existing Senior Subordinated Notes issued pursuant to the immediately succeeding proviso after the Initial Borrowing Date and (y) reduced by the amount of any prepayments of principal of Existing Senior Subordinated Notes made after the Initial Borrowing Date); provided that the Borrower may from time to time after the Initial Borrowing Date and prior to the date of its initial issuance of Refinancing Subordinated Notes issue Additional Existing Senior Subordinated Notes so long as (1) the aggregate principal amount so issued after the Initial Borrowing Date does not exceed $100,000,000, (2) an amount equal to the Net Debt Proceeds from each such issuance shall be used, within 120 days after the date of such issuance, to pay amounts in connection with Permitted Acquisitions made substantially concurrently with the respective issuance of Additional Existing Senior Subordinated Notes or within 120 days thereafter and, to the extent the Net Debt Proceeds have not been so used, on or prior to the 120th day after the issuance thereof, to repay Loans outstanding hereunder pursuant to the requirements of Section 4.02(d) (determined as if the incurrence of the Indebtedness represented by such Additional Existing Senior Subordinated Notes was not permitted under this Section 9.04) and (3) at the time of each issuance of any Additional Existing Senior Subordinated Notes and immediately after giving effect thereto, no Default or Event of Default shall be in existence and the Borrower shall be in compliance with the requirements of the Existing Senior Subordinated Notes Indenture applicable to such issuance of Additional Existing Senior Subordinated Notes and demonstrate that, as of last day of the fiscal quarter most recently ended for which financial statements are then available, it would be in compliance on a pro forma basis with Sections 9.08 (as if the issuance of Additional Existing Senior Subordinated Notes and anticipated use of proceeds thereof had occurred on the first day of the Test Period ended on the last day of such fiscal quarter) and 9.09 (calculated as if the issuance of Additional Existing Senior Subordinated Notes and the anticipated use of proceeds thereof had occurred on the last day of such fiscal quarter) after giving effect thereto; provided, further, that the then outstanding Existing Senior Subordinated Notes may be refinanced in full, or at least a majority of the then outstanding aggregate principal amount of Existing Senior Subordinated Notes may be refinanced in part through a tender offer for then outstanding Existing Senior Subordinated Notes, at any time through the issuance by the Borrower of Refinancing Subordinated Notes (which may be guaranteed on a subordinated basis by the Subsidiary Guarantors on substantially the same terms as their guarantees of the theretofore outstanding Existing Senior Subordinated Notes), and after the initial issuance of Refinancing Subordinated Notes as described above in this proviso, Additional Refinancing Subordinated Notes may be issued from time to time, in the case of each issuance of Refinancing Subordinated Notes (including the initial issuance of Refinancing Subordinated Notes and each subsequent issuance) so long as (w) the aggregate principal amount of outstanding Refinancing Subordinated Notes, when added to the aggregate principal amount of Existing Senior Subordinated Notes then outstanding (for this purpose disregarding (1) any Existing Senior Subordinated Notes which will be repaid with proceeds of the respective issuance of Refinancing Subordinated Notes substantially concurrently therewith and (2) all Existing Senior Subordinated Notes, if the Borrower has given to the Existing Senior Subordinated Notes Trustee a notice of redemption of all outstanding Existing Senior Subordinated Notes (with the respective redemption to occur within forty days of the giving of the respective notice of redemption) in accordance with the provisions of the Existing Senor Subordinated Notes Indenture and has taken all actions necessary to terminate its obligations with respect to the Existing Senior Subordinated Notes and under the Existing Senior Subordinated Notes Indenture, except those obligations otherwise referred to in the penultimate paragraph of Section 8.01 of the Existing Senior Subordinated Notes Indenture, in accordance with the requirements of Section 8.01 of the Existing Senior Subordinated Notes Indenture, as if same were not outstanding, in each case so long as same are actually repaid substantially concurrently with the respective issuance of Refinancing Subordinated Notes (in the case of preceding clause (1)) or redeemed and discharged in accordance with the respective notice of redemption and, in any event, within 40 days after the date of the respective issuance of Refinancing Subordinated Notes (in the case of preceding clause (2)), does not at any time exceed $300,000,000, (x) the aggregate amount of Net Debt Proceeds from each issuance of Refinancing Subordinated Notes in excess of the amount of such Net Debt Proceeds to be used to retire then outstanding Existing Subordinated Notes (and make payments of premium, if any, in respect thereof) shall be used, within 120 days after the date of issuance thereof, to make payments in connection with one or more Permitted Acquisitions made substantially concurrently with such issuance of Refinancing Subordinated Notes or within 120 days thereafter, and to the extent not so used shall be used to make mandatory repayments of Loans pursuant to Section 4.02(d) (determined as if the incurrence of the Indebtedness represented by such Additional Existing Senior Subordinated Notes was not permitted under this Section 9.04), (y) at the time of issuance of any Refinancing Subordinated Notes and immediately after giving effect thereto, no Default or Event of Default shall be in existence and the Borrower shall be in compliance with the requirements of the Existing Senior Subordinated Notes Indenture (if any Existing Senior Subordinated Notes are to remain outstanding) and the Refinancing Subordinated Notes Indenture (unless it is the initial issuance of Refinancing Subordinated Notes), in each case applicable to the respective issuance of Refinancing Subordinated Notes and demonstrate that, as at the last day of the fiscal quarter most recently ended for which financial statements are then available, it would be in compliance on a pro forma basis with Sections 9.08 (as if the issuance of Refinancing Subordinated Notes and the anticipated use of the proceeds thereof had occurred on the first day of the Test Period ended on the last day of such fiscal quarter) and 9.09 (calculated as if the issuance of Refinancing Subordinated Notes and and the anticipated use of the proceeds thereof had occurred on the last day of such fiscal quarter) after giving effect thereto and (z) the Refinancing Subordinated Notes meet the requirements contained in definition of “Refinancing Subordinated Notes” contained herein; (v) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute revolving credit or working capital Indebtedness and (z) in no event shall the aggregate principal amount of Indebtedness incurred or assumed in each case after the Effective Date permitted by this clause (v), when added to the aggregate principal amount of all Indebtedness incurred pursuant to Section 9.04(iii) and Section 9.04(xiv), exceed $10,000,000 at any one time outstanding; (ovi) intercompany Indebtedness consisting of (A) among the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in Borrower and the ordinary course of businessSubsidiary Guarantors to the extent permitted by Section 9.05(vi); (pvii) Existing Other Indebtedness incurred by outstanding on the Borrower Initial Borrowing Date and listed on Schedule VII and any subsequent extension, renewal or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of businessrefinancing thereof, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such letters of credit extension, renewal or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrencerefinancing; (qviii) obligations Indebtedness of Foreign Subsidiaries incurred solely for working capital purposes in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided an aggregate principal amount not to exceed $5,000,000 outstanding at any time; (ix) unsecured Indebtedness evidenced by the Borrower or Management Notes in an aggregate principal amount not to exceed $2,000,000 incurred in any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case fiscal year; (x) unsecured Indebtedness incurred in the ordinary course of business or consistent with past practiceto finance insurance premiums; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (vxi) Indebtedness incurred in the ordinary course of business in respect of obligations netting services, overdraft protections and other similar services in connection with deposit accounts and Indebtedness in connection with drafts payable for payroll and other ordinary course expense items; (xii) Indebtedness in respect of Other Hedging Agreements so long as the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (xiii) unsecured Indebtedness of the Borrower (which may be guaranteed on a subordinated basis by any or all Guarantors), in an aggregate outstanding principal amount not to exceed $20,000,000 at any time, assumed or incurred in connection with any Permitted Acquisition permitted under Section 8.15, which was incurred in contemplation of or in connection with such Permitted Acquisition, so long as such Indebtedness (and any guarantees thereof) are subordinated to the Obligations upon terms and conditions at least as favorable to the Lenders as the Existing Senior Subordinated Notes (and guarantees thereof); (xiv) refinancings, renewals or extensions of any Indebtedness incurred pursuant to clause (v) above, provided that (x) the aggregate principal amount of the Indebtedness to be refinanced, renewed or extended does not increase from that amount outstanding at the time of any such refinancing, renewal or extension and is on terms not less favorable in any material respect to the Lenders and (y) in no event shall the aggregate principal amount of Indebtedness outstanding pursuant to this clause (xiv), when added to the aggregate principal amount of all Indebtedness then outstanding pursuant to Sections 9.04(iii) and (v), exceed $10,000,000 at any time; (xv) additional Indebtedness of the Borrower and its Subsidiaries not to exceed $10,000,000 in aggregate principal amount outstanding at any time; (xvi) Contingent Obligations for performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, all in the ordinary course of business; (xvii) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xviii) guarantees made by the Borrower or any of its Subsidiaries of Indebtedness of the Borrower or any Restricted of its Subsidiaries permitted to be outstanding under clauses (ii), (x), (xi) or (xii) of this Section 9.04; (xix) guarantees made by any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary permitted to pay be outstanding under clause (viii) of this Section 9.04; (xx) guarantees made by Subsidiaries acquired pursuant to a Permitted Acquisition of Indebtedness acquired or assumed pursuant thereto in accordance with Section 9.04(v), or any refinancing thereof pursuant to Section 9.04(xiv); provided that such guarantees may only be made by Subsidiaries who were guarantors of the deferred purchase price Indebtedness originally acquired or assumed pursuant to Section 9.04(v) at the time of goods or services or progress payments the consummation of the Permitted Acquisition to which such Indebtedness relates; (xxi) customary Contingent Obligations in connection with such goods sales or other dispositions permitted under Section 9.02 (but not in respect of Indebtedness for borrowed money or Capitalized Lease Obligations) including indemnification obligations with respect to leases, and servicesguarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (wxxii) all premiums guarantees of Indebtedness of directors, officers and employees of Holdings or any of its Subsidiaries in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes, provided that the aggregate amount of Indebtedness so guaranteed, when added to the aggregate amount of unreimbursed payments theretofore made in respect of such guarantees and the amount of Investments then outstanding under clause (if any)viii) of Section 9.05, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Partyshall not at any time exceed $4,000,000; and (yxxiii) guarantees of Indebtedness of a Person in connection with a Joint Venture, provided, that the aggregate principal amount of any Non-U.S. Subsidiary Indebtedness so guaranteed, when added to the Borrower or any Restricted Subsidiary representing aggregate amount of unreimbursed payments theretofore made in respect of such guarantees and the amount of Investments then outstanding (iand deemed outstanding) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of under clause (ixiii) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. SubsidiarySection 9.05, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $7,500,000.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; provided that the sum of (a) the aggregate outstanding principal amount of all Loans plus (b) the aggregate amount of all Letter of Credit Outstandings plus (c) for so long as TV One is a Designated Entity, the aggregate outstanding amount of TV One Indebtedness, shall not exceed at any time outstanding the Credit Facility Debt Cap; (ii) Scheduled Existing Indebtedness outstanding on the Initial Borrowing Date and listed on Schedule 8.20 (as reduced by any repayments of principal thereof other than with the proceeds of Permitted Refinancing Indebtedness), without giving effect to any subsequent extension, renewal or refinancing thereof except through one or more issuances of Permitted Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Loan Parties Borrower under (x) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 and (y) Other Hedging Agreements entered into in the Loan Documentsordinary course of business and providing protection to the Borrower and its Restricted Subsidiaries against fluctuations in currency values in connection with the Borrower’s or any of its Restricted Subsidiaries’ operations, in either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (biv) Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on evidenced by Capitalized Lease Obligations, mortgage financings and purchase money Indebtedness described in Section 10.01(vii), provided that in no event shall the date hereof sum of the aggregate principal amount of all Capitalized Lease Obligations, mortgage financings and listed in Schedule 7.03(bpurchase money Indebtedness permitted by this clause (iv) and exceed $2,500,000 at any Permitted Refinancing thereoftime outstanding; (cv) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and constituting Intercompany Loans to the extent permitted by Section 7.0210.05(viii) or other Intercompany Debt otherwise permitted by Section 10.05; (vi) Indebtedness consisting of guaranties (x) by the Borrower and Subsidiary Guarantors of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement, (y) by Wholly-Owned Foreign Restricted Subsidiaries of the Borrower of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement and (z) by Restricted Subsidiaries who are not Subsidiary Guarantors of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement; (vii) Indebtedness of a Restricted Subsidiary (other than a License Subsidiary) of the Borrower acquired pursuant to a Permitted Acquisition or other permitted Investment (or Indebtedness assumed at the time of a Permitted Acquisition or other permitted Investment of an asset securing such Indebtedness) (any such Indebtedness, “Permitted Acquired Debt”) and Permitted Refinancing Indebtedness in respect thereof, provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other permitted Investment and (y) the aggregate principal amount of all Indebtedness permitted by this clause (vii) shall not exceed $1,000,000 at any one time outstanding; (viii) Indebtedness arising from customary cash management services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days of its incurrence; (ix) Indebtedness of the Borrower and its Restricted Subsidiaries with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business; (x) Indebtedness evidenced by the Existing Letters of Credit and the Borrower’s continuing reimbursement obligations in respect thereof pursuant to the Existing Credit Agreement; provided that (A) no Guarantee the Existing Letters of Credit and the Borrower’s reimbursement obligations in respect thereof are at all times back-stopped by any Restricted Subsidiary a Letter of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such IndebtednessCredit issued hereunder; (Axi) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to the Borrower or any of its Restricted Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (xii) Indebtedness of the Borrower or any Loan Party owing of its Restricted Subsidiaries which may be deemed to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02exist in connection with agreements providing for indemnification, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note purchase price adjustments and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including similar obligations in connection with the disposition of assets in accordance with the requirements of this Agreement, so long as the maximum aggregate liability in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness shall at any one no time outstanding shall not exceed the greater gross proceeds (including the Fair Market Value of (Anon cash proceeds) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition; (xiii) [Intentionally Omitted]; (xiv) Permitted Unsecured Debt and guaranties thereof by the Subsidiary Guarantors; provided that (w) no Default or Event of Default then exists or would result therefrom, (x) immediately after the incurrence of such Indebtedness, the Borrower shall be in compliance, on a Pro Forma Compliance Basis, with (A) the covenant set forth covenants contained in Sections 10.07 and 10.08 (for purposes of this Section 7.1010.04(xiv)(x)(A), if then solely in effect, and the Borrower’s case of the Total Senior Secured Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior Ratio, as if the applicable financial covenant levels in effect pursuant to the consummation of Section 10.08 were 0.25 lower than those then in effect for such Permitted Acquisition financial covenant) and (B) any Permitted Refinancing thereofa Total Leverage Ratio equal to, or less than, 7.00:1.00, in each case determined as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of such Indebtedness, (y) all of the Equity Interests of TV One owned by the Borrower and the Subsidiary Guarantors have been pledged as Collateral pursuant to the Security Documents and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (w), (x) and (y) and containing the calculations of compliance (in reasonable detail) with preceding clause (x); (jxv) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; and guaranties thereof by the Subsidiary Guarantors under (kx) Indebtedness constituting obligations for indemnification, the adjustment of Existing 2013 Notes Indenture and the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Existing 2013 Notes Documents in an aggregate principal amount not to exceed $150,000,000 747,000 (less the amount of any time outstandingrepayments of principal thereof made after the Effective Date), and (y) the Exchange Notes Indenture and the other Exchange Notes Documents in an aggregate principal amount not to exceed $286,794,302 plus any accrued pay-in-kind or capitalized interest (less the amount of any repayments of principal thereof made after the Effective Date); (oxvi) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred Permitted Subordinated Debt and guaranties thereof by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued 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 claimsGuarantors; provided that upon the drawing (x) no Default or Event of such letters of credit Default then exists or would result therefrom, (y) immediately after the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in compliance, on a Pro Forma Compliance Basis, with (A) the covenant set forth covenants contained in Sections 10.07 and 10.08 (for purposes of this Section 7.1010.04(xvi)(y)(A), solely in the case of the Total Senior Secured Leverage Ratio and the Total Leverage Ratio, as if the Borrower is at applicable financial covenant levels in effect pursuant to Section 10.08 were 0.25 lower than those then in effect for such financial covenant) and (B) a Total Leverage Ratio equal to, or less than, 7.00:1.00, in each case determined as of the time last day of the Calculation Period most recently ended prior to the date of the incurrence of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to such officer’s knowledge, compliance with the requirements of preceding clauses (x) and (y) and containing the calculations of compliance (in reasonable detail) with preceding clause (y); (xvii) Permitted Refinancing Indebtedness incurred in respect of (and to refinance) Indebtedness theretofore outstanding (and permitted to be outstanding) pursuant to clauses (ii), (xiv), (xv) and (xvi) of this Section 10.04 and otherwise in accordance with Section 10.09(iv)(D); (xviii) [Intentionally Omitted]; and (xix) so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, additional Indebtedness incurred by the Borrower and the Subsidiary Guarantors (ii) Permitted Second Lien Indebtedness except the License Subsidiaries), so long as the aggregate principal amount of all Indebtedness permitted by this clause (xxix) the Borrower does not exceed $10,000,000 at any one time outstanding, which Indebtedness shall be in Pro Forma Compliance with the covenant set forth in unsecured unless otherwise permitted under Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.0310.01.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of the any Loan Parties under the Party pursuant to any Loan DocumentsDocument; (b) Indebtedness (i) of Cedar Fair LP to any Subsidiary and (ii) of any Subsidiary to Cedar Fair LP or any other Subsidiary; provided, however, that (A) if the U.S. Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the U.S. Borrower or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of the Obligations pursuant to the terms of the Subordinated Intercompany Note, and (B) if any Loan Party is the payee on such Indebtedness, such Indebtedness must be pledged as Collateral as contemplated by Section 7.10. (c) Guarantee Obligations incurred in the ordinary course of business by the U.S. Borrower and its Subsidiaries or any Subsidiary Guarantor of obligations of the U.S. Borrower or any Subsidiary Guarantor; (d) Indebtedness outstanding on the date hereof Restatement Effective Date and listed in on Schedule 7.03(b8.2(d) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary Indebtedness in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementthereof; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed moneyincluding, without limitation, Capital Lease Obligations) subject to Liens permitted under Section 7.01; (i) (Asecured by Liens permitted by Section 8.3(g) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed exceed, at any one time outstanding the greater of (x) $150,000,000 75,000,000 and (y) 15% of Consolidated EBITDA for the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 7.1 on or prior to the date of the most recent incurrence of Indebtedness pursuant to this clause (e)(i) and (ii) arising from leases entered into in connection with sale and leaseback transactions permitted by Section 8.10 and any time outstandingPermitted Refinancing Indebtedness in respect thereof; (of) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of businessHedge Agreements permitted under Section 8.11; (pg) Indebtedness incurred by the Borrower Subordinated Debt, Qualifying Senior Unsecured Debt or Qualifying Senior Secured Debt of Cedar Fair LP or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness Guarantor so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio as at the last day of any fiscal quarter of Cedar Fair LP does not exceed 3.75 to 1.00 on a Pro Forma Basis and; provided that (x) any Permitted Refinancing Indebtedness in respect thereof shall not be less than 4.25 subject to 1.0 as of the end of foregoing Senior Secured Leverage Ratio test, (y) such Indebtedness incurred pursuant to this Section 8.2(g) shall not be incurred during the Test Additional Restrictions Period then last ended, after giving effect to such incurrence and (z) no Event of Default that any such Subordinated Debt shall have occurred and not be continuing or would result therefrom, and (iii) guaranteed by any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests Group Member (other than Disqualified Equity Interests) of the Borrower (or guarantees by any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) Subsidiary Guarantor, but only if and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent that any such Investment guarantee is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed subordinated to the Borrower for services provided by Obligations and the Borrower or a Loan Party to guarantees of the Obligations on the same terms as such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant Subordinated Debt is subordinated to the Security Agreement, Obligations and (B) in the case of clause (i) if the Equity Interests guarantees of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.Obligations);

Indebtedness. CreateParent and the Company will not, and will not permit any of the Company’s Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof Effective Date and listed in on Schedule 7.03(b) 10.04 and any Permitted Refinancing Indebtedness in respect thereof; (c) Guarantees by Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 and (ii) under Other Hedging Agreements, in either case so long as the Borrower entering into of such Interest Rate Protection Agreements or any Restricted Subsidiary in respect of Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (d) Indebtedness of the Borrower or such Company and its Restricted Subsidiary otherwise permitted hereunder Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness and any Permitted Refinancing in respect thereof; provided, that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, purchase money Indebtedness and Permitted Refinancing incurred in reliance on this clause (d) exceed $17,500,000 at any time outstanding; (e) Indebtedness constituting Intercompany Loans to the extent permitted by Section 7.02; provided that (ASections 10.05(h) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodq); (f) Indebtedness consisting of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding guaranties (i) by the greater Borrowers of (A) $90,000,000 each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement and (Bii) 4.5% by non-Credit Parties of Total Assets as of the end of the Test Periodeach other’s Indebtedness and lease and other contractual obligations permitted under this Agreement; (g) Indebtedness of a Restricted Subsidiary of the Borrowers incurred or acquired pursuant to a Permitted Acquisition or another permitted Investment (or Indebtedness assumed at the time of a Permitted Acquisition or other permitted acquisition of an asset securing such Indebtedness) (any such Indebtedness, “Permitted Acquired Debt”), and any Permitted Refinancing Indebtedness in respect of Swap Contracts thereof, in each case, so long as (i) such Indebtedness was not incurred for speculative purposesin connection with, or in anticipation or contemplation of, such Permitted Acquisition or other Investment or acquisition and (ii) the principal amount of all such Indebtedness does not at any one time outstanding exceed $15,000,000; (h) Indebtedness (arising from the honoring by a bank or other than for borrowed money) subject to Liens permitted under Section 7.01financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within three Business Days of its incurrence; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower Company and its Restricted Subsidiaries shall be with respect to performance bonds, surety bonds, appeal bonds, customs bonds, worker’s compensation claims and similar obligations, required in Pro Forma Compliance the ordinary course of business or in connection with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater enforcement of (1) 6.00 to 1.0 as rights or claims of the end Company or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default (including guarantees or obligations of the Test Period last endedCompany or any Restricted Subsidiary with respect to letters of credit supporting such performance, after giving effect to such Permitted Acquisition and the assumptionappeal, incurrence customs or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofsurety bonds or workers’ compensation claims); (j) Indebtedness representing deferred compensation to employees of the Borrower or Credit Parties under the Term Loan Documents (and any Restricted Subsidiary; (k) Permitted Refinancing Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (nthereof) Indebtedness in an aggregate principal amount not to exceed $150,000,000 250,000,000 (plus, in the case of any Permitted Refinancing Indebtedness, unpaid accrued interest, fees, expenses and premium thereon and any make-whole payments applicable thereto) at any time outstanding, except to the extent independently justified pursuant to following clause (s); (ok) Indebtedness consisting of the Company or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments, earnouts and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement (Aincluding the Purchase Agreement), so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 10.04(f); (l) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to the financing Company or any of its Restricted Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance premiums for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (m) Indebtedness in respect of treasury, depositary and cash management services or (B) take-or-pay obligations contained in supply arrangementsautomated clearinghouse transfer of funds, in each caseincluding without limitation the Cash Management Obligations, in the ordinary course of business; (pn) Indebtedness incurred by of the Borrower Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claimsindemnification, healthworking capital or similar adjustments of purchase price, disability “earn-out” or other employee benefits similar performance-based deferred purchase price arrangements, non-competes, transition services or property, casualty similar obligations under the Purchase Agreement or liability insurance or self-insurance or other Indebtedness otherwise incurred in connection with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrencePermitted Acquisitions; (qo) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice[reserved]; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10Contribution Indebtedness; provided, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, that immediately before and after giving effect to such incurrence and (z) effective thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting Indebtedness with respect thereto; provided, that the requirements aggregate principal amount of Permitted Subordinated IndebtednessIndebtedness outstanding under this clause (p) shall not at any time exceed $15,000,000; (vq) Permitted Unsecured Ratio Debt and any Permitted Refinancing Indebtedness in respect thereof; provided, that the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries of the Company that are not Guarantors outstanding under this clause (q) shall not at any time exceed $15,000,000; (r) [reserved]; (s) secured Indebtedness of the Company in an aggregate principal amount not to exceed $50,000,000 plus any additional amounts, so long as after giving effect to the incurrence and application of proceeds of any such additional amounts, the First Lien Net Leverage Ratio for the Calculation Period most recently ended does not exceed 3.50:1.00; provided, that with respect to Indebtedness incurred pursuant to this clause (s), (i) such Indebtedness shall not be guaranteed by any Person other than the Credit Parties, (ii) such Indebtedness is not secured by any asset of Parent, the Company or any Subsidiary other than the Collateral, (iii) such Indebtedness shall not mature and is not subject to mandatory redemption, repurchase, repayment or sinking fund obligation (other than customary offers to repurchase on a change of control, asset sale or casualty event and customary acceleration rights after an event of default, and prepayment requirements substantially similar to the Term Loans), in each case, prior to the date that is 90 days after the then latest Final Maturity Date then in effect and, until the 91st day after such then latest Final Maturity Date, scheduled amortization or prepayments thereof shall not exceed 1% per annum of the original principal amount thereof, and (iv) the holders of such Indebtedness (or their representative) as holders of Term Loan Obligations or Additional Term Loan Obligations (as such term is defined in the ordinary course Initial Intercreditor Agreement) and the Administrative Agent shall be party to the Initial Intercreditor Agreement, or the holders of business junior Indebtedness (or their representative) and the Administrative Agent shall be party to an Other Intercreditor Agreement; (t) so long as no Default or Event of Default has occurred and is continuing at the time of the incurrence thereof, or would result therefrom, additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed at any time outstanding the greater of (i) $30,000,000 and (ii) 45% of Consolidated EBITDA as of the last day of the most recent Test Period; (u) unsecured Indebtedness in respect of obligations of the Borrower Company or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary issued by the Borrower Company or a Restricted Subsidiary to such Non-U.S. Subsidiaryfuture, (ii) present or former officers, directors, employees, members of management or consultants thereof or any direct or indirect parent thereof, their respective estates, spouses, former spouses, domestic partners or former domestic partners, in each case to finance the purchase price or redemption of non-U.S. intellectual property rights to Equity Interests of Parent, the extent such Investment is Company, a Restricted Subsidiary of the Company or any of their direct or indirect parent companies permitted by Section 7.02(w)(ii10.03(c) or hereof; (i) Indebtedness of Restricted Subsidiaries that are not Credit Parties in an allocation aggregate principal amount outstanding at any time not to exceed the greater of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, 15,000,000 and (B) in the case 22.5% of clause (i) if the Equity Interests Consolidated EBTIDA as of the transferred Non-U.S. Subsidiary were subject last day of the most recent Test Period, and (ii) letters of credit issued for the account of Restricted Subsidiaries that are not Borrowers in an aggregate principal amount outstanding at any time not to a pledge prior exceed $7,500,000; and (x) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Company or any of its Restricted Subsidiaries not to such transferexceed, then 65at any one time outstanding, the greater of (A) $15,000,000 and (B) 22.5% of the voting Equity Interests and 100% Consolidated EBTIDA as of the non-voting Equity Interests last day of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03most recent Test Period.

Indebtedness. CreateThe Borrowers will not, and will not permit any of their respective Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Scheduled Existing Indebtedness outstanding on the Effective Date and listed on Schedule 9.04 (as reduced by any repayments of principal thereof other than with the proceeds of Permitted Refinancing Indebtedness), without giving effect to any subsequent extension, renewal or refinancing thereof except through one or more issuances of Permitted Refinancing Indebtedness in respect thereof; (iii) Indebtedness of the Loan Parties Administrative Borrower under (x) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04 and (y) other Hedge Agreements entered into in the Loan Documentsordinary course of business and providing protection to the Administrative Borrower and its Restricted Subsidiaries against fluctuations in currency values in connection with the Administrative Borrower’s or any of its Restricted Subsidiaries’ operations, in either case so long as the entering into of such Interest Rate Protection Agreements or other Hedge Agreements are bona fide hedging activities and are not for speculative purposes; (biv) Indebtedness of the Administrative Borrower and its Restricted Subsidiaries outstanding on the date hereof evidenced by Capitalized Lease Obligations, mortgage financings and listed purchase money Indebtedness described in Schedule 7.03(bSections 9.01(vi) and (vii); provided, that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations, mortgage financings and purchase money Indebtedness permitted by this clause (iv), together with any Permitted Refinancing Indebtedness in respect thereof, exceed $20,000,000 at any one time outstanding; (cv) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and constituting Intercompany Loans to the extent permitted by Section 7.029.05(viii) or other Intercompany Debt otherwise permitted by Section 9.05; provided provided, however, that (Ax) no Guarantee any subsequent issuance or transfer of Equity Interests or any other event which results in any such Indebtedness being beneficially held by any a Person other than the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower, and (y) any sale or other transfer of any such Indebtedness constituting to a Specified Junior Financing Obligation Person other than the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower, shall be permitted unless deemed, in each case, to constitute an incurrence of such Indebtedness by the Administrative Borrower or such Restricted Subsidiary shall have also provided a Guarantee of Subsidiary, as the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtednesscase may be; (Avi) Indebtedness consisting of guaranties (x) by a Borrower and any Subsidiary Guarantor of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement, (y) by Foreign Restricted Subsidiaries of the Administrative Borrower of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement, or (z) by Restricted Subsidiaries who are not Credit Parties of each other’s Indebtedness and lease and other contractual obligations not restricted by the terms of this Agreement; (vii) Indebtedness of (x) the Administrative Borrower or any Loan Party owing a Restricted Subsidiary of the Administrative Borrower assumed or acquired pursuant to a Permitted Acquisition or other permitted Investment or (y) Persons that are acquired by the Administrative Borrower or any Restricted Subsidiary or merged into or consolidated with the Administrative Borrower or a Restricted Subsidiary in accordance with this Agreement (or Indebtedness assumed at the time of a Permitted Acquisition or other permitted Investment of an asset securing such Indebtedness) (any such Indebtedness, “Permitted Acquired Debt”) and Permitted Refinancing Indebtedness in respect thereof; provided, that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or other permitted Investment and (y) each of the Payment Conditions is satisfied; (viii) Indebtedness arising from customary credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), Cash Management Services, netting arrangements, automated clearing house transfers, or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence; (ix) Indebtedness of the Administrative Borrower and its Restricted Subsidiaries with respect to workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability insurance, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the extent Administrative Borrower or a Restricted Subsidiary or relating to liabilities, obligations or guarantees incurred in the ordinary course of business; (x) Indebtedness evidenced by the Existing Letters of Credit and other letters of credit and the Administrative Borrower’s continuing reimbursement obligations in respect thereof in an aggregate amount not to exceed $5,000,000 at any one time outstanding; (xi) Indebtedness of the Administrative Borrower and its Restricted Subsidiaries with respect to customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business and letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations incurred in the ordinary course of business; (xii) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring or disposing of such Investment is business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Administrative Borrower and its Restricted Subsidiaries in respect of all such Indebtedness in connection with an Asset Sale or other permitted disposition shall at no time exceed the gross proceeds, including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by Section 7.02, the Administrative Borrower and its Restricted Subsidiaries in connection with such Asset Sale or disposition; (Bxiii) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time that is not in excess of $100,000,000a Credit Party; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgageprovided, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (xxiii) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofnot exceed $5,000,000; (jxiv) Indebtedness representing deferred compensation to employees Permitted Unsecured Debt and guaranties thereof by the Credit Parties; provided, that each of the Borrower or any Restricted SubsidiaryPayment Conditions is satisfied; (kxv) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations Administrative Borrower and guaranties thereof by the other Credit Parties, subject to the terms of the Borrower or any Restricted Subsidiary Revolver Intercreditor Agreement, under deferred compensation or the Senior Secured Notes Indenture and the other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Senior Secured Notes Documents in an aggregate principal amount not to exceed $150,000,000 825,000,000 (less the amount of any time outstandingrepayments of principal thereof made after the Effective Date) and Permitted Refinancing Indebtedness in respect thereof; (oxvi) Permitted Subordinated Debt and guaranties thereof by the Credit Parties; provided, that each of the Payment Conditions is satisfied; (xvii) Permitted Refinancing Indebtedness incurred in respect of (and to refinance) Indebtedness theretofore outstanding (and permitted to be outstanding) pursuant to clauses (xiv) and (xvi) of this Section 9.04 and otherwise in accordance with Section 9.09(iv)(D); (xviii) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this clause (xviii) and then outstanding, will not exceed $40,000,000; provided that any Restricted Subsidiary that is not a Credit Party may not incur Indebtedness under this clause (xviii), if after giving pro forma effect to such incurrence (including a pro forma application of the net proceeds therefrom), the aggregate amount of Indebtedness of such Restricted Subsidiaries that are not Credit Parties, collectively, would exceed $10,000,000; (xix) additional Parity Lien Debt and guaranties thereof by the Credit Parties, subject to the terms of the Revolver Intercreditor Agreement; provided, that each of the Payment Conditions is satisfied; (xx) additional Junior Lien Debt and guaranties thereof by the Credit Parties, subject to the terms of the Revolver Intercreditor Agreement; provided, that each of the Payment Conditions is satisfied; and (a) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred promissory notes issued by the Administrative Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect of its Subsidiaries to letters any current or former employee, director or consultant of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Administrative Borrower or any Restricted Subsidiary of its Subsidiaries (or obligations in respect of letters of credit related theretopermitted transferees, in each case in the ordinary course of business assigns, estates, or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time heirs of such Indebtedness required to comply with Section 7.10employee, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing director or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(bconsultant), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Administrative Borrower (or any direct or indirect parent thereof) of its Subsidiaries that is permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) 9.03 and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (vb) Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in the ordinary course of business in respect of obligations of the Borrower business, consistent with past practice or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods any Investment or any acquisition (by merger, consolidation, amalgamation or otherwise). For purposes of determining compliance with, and services; the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, Section 9.04: (w1) all premiums in the event that Indebtedness (if anyother than Indebtedness permitted pursuant to Section 9.04(xv), interest (including post-petition interest), fees, expenses, charges ) and additional or contingent interest on obligations meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (v); (x) Permitted Unsecured Refinancing DebtSection 9.04, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debtthe Administrative Borrower, in each case its sole discretion, will classify, and may from time to time reclassify, such item of a Loan PartyIndebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of this Section 9.04; and and (y2) Indebtedness additionally, all or any portion of any Non-U.S. Subsidiary item of Indebtedness (other than Indebtedness permitted pursuant to Section 9.04(xv)) may later be classified as having been incurred pursuant to any type of Indebtedness described in this Section 9.04 so long as such Indebtedness is permitted to be incurred pursuant to such provision at the Borrower or time of reclassification; Notwithstanding any Restricted Subsidiary representing (i) other provision of this Agreement, the deferred payment maximum amount of Indebtedness that the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Administrative Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged may incur pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, Section 9.04 shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness for purposes incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of this Section 7.03such refinancing.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness of the Loan Parties Borrower under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the Loan Documentsentering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (biii) Indebtedness of the Borrower and its Subsidiaries outstanding on evidenced by Capitalized Lease Obligations (to the date hereof and listed in Schedule 7.03(bextent permitted pursuant to Section 10.07) and purchase money Indebtedness described in Section 10.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause (iii) exceed $7,500,000 at any Permitted Refinancing thereoftime outstanding; (civ) Guarantees by the Borrower or any Restricted Indebtedness of a Subsidiary in respect of Indebtedness of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Restricted Subsidiary otherwise Indebtedness) (such Indebtedness described above in this Section 10.04(iv) being called “Permitted Acquired Debt”), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y) and (z) the aggregate principal amount of all Indebtedness permitted hereunder by this clause (iv), when added to the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to Section 10.04(xiv) at any time (except to the extent incurred to refinance Scheduled Existing Indebtedness and successive refinancings thereof), shall not exceed $7,500,000 at any one time outstanding; (v) Indebtedness constituting Intercompany Loans to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness10.05(vii); (Avi) unsecured subordinated Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bondBorrower, and similar financings) to finance subordinated guarantees thereof by the purchaseSubsidiary Guarantors (and so long as same remain Subsidiary Guarantors), repair or improvement of fixed or capital assets within under the limitations set forth in Section 7.01(i) Permitted Subordinated Notes and any the other Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties Subordinated Notes Documents may be incurred in an aggregate principal amount at any time outstanding for not to exceed, when aggregated with the aggregate liquidation preference of all Permitted Disqualified Preferred Stock then outstanding, the Maximum Junior Capital Amount as then in effect, so long as (i) all such Persons taken together not exceeding Indebtedness is incurred in accordance with the greater requirements of the definition of Permitted Subordinated Notes, (Aii) $90,000,000 no Default or Event of Default shall exist both immediately before and immediately after giving effect to the incurrence thereof, (iii) calculations are made by the Borrower demonstrating compliance with the covenants contained in Sections 10.08, 10.09 and 10.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Permitted Subordinated Notes, determined on a Pro Forma Basis (after giving effect to the respective issuance of Permitted Subordinated Notes), (iv) calculations are made by the Borrower demonstrating compliance with a Senior Leverage Ratio of less than 1.00:1.00 at such time, determined on a Pro Forma Basis (after giving effect to the respective issuance of Permitted Subordinated Notes), (v) the Net Cash Proceeds from the respective issuance of Permitted Subordinated Notes shall be applied to repay Term Loans, as, and to the extent, required by Section 5.02(d), and (Bvi) 4.5% of Total Assets as the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer of the end Borrower certifying, to the best of his or her knowledge, as to compliance with the Test Periodrequirements of this Section 10.04(vi) and containing the calculations (in reasonable detail) required by the preceding clauses (iii) and (iv); (gvii) Scheduled Existing Indebtedness outstanding on the Effective Date and listed on Schedule V (as reduced by any repayments of principal thereof), without giving effect to any subsequent extension, renewal or refinancing thereof, except that Scheduled Existing Indebtedness may be refinanced through one or more issuances of Permitted Refinancing Indebtedness in accordance with Section 10.04(xiv) below; (viii) Indebtedness of the Borrower under the Shareholder Subordinated Notes issued after the Effective Date in connection with a redemption or repurchase of Borrower Common Stock pursuant to Section 10.03(v); (ix) Indebtedness of the Borrower in respect of Swap Contracts the letters of credit securing obligations arising in the ordinary course of business under leases and utilities contracts in an aggregate amount not incurred for speculative purposesto exceed $5,000,000 at any one time outstanding; (hx) Indebtedness constituting direct or indirect guarantees or similar obligations incurred in the ordinary course of business by (other than for borrowed moneyi) subject to Liens permitted under Section 7.01the Borrower or any of its Subsidiaries of obligations of any Wholly-Owned Subsidiary that is a Subsidiary Guarantor or of the Borrower or (ii) any Foreign Subsidiary of obligations of any Wholly-Owned Foreign Subsidiary; (i) (Axi) Indebtedness (not constituting Disqualified Equity Interests) assumed arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in connection with any Permitted Acquisition; the ordinary course of business, provided that such Indebtedness is not incurred extinguished within five Business Days of its incurrence; (xii) (x) Indebtedness of the Borrower or any of its Subsidiaries evidenced by performance bonds, surety bonds or customs bonds required in contemplation the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries (but excluding appeal, performance and other bonds issued in respect of obligations arising in connection with judgments, decrees or litigation) and (y) Indebtedness of the Borrower or any of its Subsidiaries arising in connection with the third-party financing of insurance premiums in the ordinary course of business, so long as the aggregate amount of all such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (xxii) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) does not exceed $5,000,000 at any Permitted Refinancing thereoftime outstanding; (jxiii) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiaryof its Subsidiaries evidenced by appeal, performance and other bonds issued in respect of obligations arising in connection with litigation or judgments that do not result in a Default or an Event of Default; provided that the aggregate outstanding amount of all such appeal, performance bonds and other bonds permitted by this clause (xiii) shall not at any time exceed $15,000,000; (kxiv) Permitted Refinancing Indebtedness, so long as (x) no Default or Event of Default is in existence at the time of the incurrence of such Permitted Refinancing Indebtedness and immediately after giving effect thereto, (y) the aggregate principal amount of Permitted Refinancing Indebtedness outstanding pursuant to this clause (xiv) at any time (except to the extent incurred to refinance Scheduled Existing Indebtedness and successive refinancings thereof), when added to the aggregate principal amount of Permitted Acquired Debt outstanding pursuant to Section 10.04(iv) at any time, shall not exceed $7,500,000 and (z) in the case of any Permitted Refinancing Indebtedness constituting obligations for indemnificationIntercompany Debt, same shall be evidenced by an Intercompany Note and, if held by a Credit Party, pledged to the adjustment of Collateral Agent pursuant to the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or DispositionPledge Agreement; (lxv) Indebtedness consisting of Foreign Subsidiaries of the Borrower the proceeds of which Indebtedness are used for such Foreign Subsidiary’s working capital purposes, provided that the aggregate principal amount of all such Indebtedness outstanding at any time for all such Foreign Subsidiaries shall not exceed $2,500,000; (xvi) Investments constituting guarantee obligations of the Borrower or any Restricted Subsidiary under deferred compensation of its Subsidiaries, to the extent permitted by Section 10.05(vii) or other similar arrangements incurred by such Person in connection with Permitted Acquisitions;(x); and (mxvii) Cash Management Obligations and other additional Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness the Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed $150,000,000 5,000,000 at any one time outstanding; (o) . In the event that any item of Indebtedness consisting meets more than one of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangementscategories set forth above, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect in its sole discretion may classify such item of Indebtedness and only be required to letters of credit issued in include 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-amount and type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing in one or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time more of such Indebtedness required to comply with Section 7.10clauses, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03at its election.

Indebtedness. CreateThe Borrower will not, nor will it permit any Restricted Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness of arising or existing under this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Indebtedness of the Borrower and its Restricted Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding on as of the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofof such renewal, refinancing or extension; (c) Guarantees by Indebtedness (including Capital Lease Obligations and obligations permitted under Section 6.12) incurred to finance the purchase of equipment, and other Capital Lease Obligations, not to exceed $50,000,000 in the aggregate outstanding at any time; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset and (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany Indebtedness of the Restricted Subsidiaries of the Borrower to the Borrower or any to other Restricted Subsidiary in respect of Indebtedness Subsidiaries of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any its Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security AgreementSubsidiaries; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and connection with any Permitted Refinancing thereof; provided that Receivables Financing, to the aggregate amount of all extent such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodobligations constitute Indebtedness; (f) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted AcquisitionSubsidiaries; provided that both immediately prior before and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)the incurrence of such Indebtedness, (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance pro forma compliance with the covenant financial covenants set forth in Section 7.105.9; (g) Indebtedness of a Restricted Subsidiary (i) consisting of tax-advantaged industrial revenue bond, if then industrial development bond or other similar financings assumed (or taken subject to) in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of connection with (1but not incurred in connection with or in anticipation of) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such a Permitted Acquisition and (Bii) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation existing at the time such Person becomes a Restricted Subsidiary pursuant to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) provided that such Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements was not incurred by such Person in connection with Permitted Acquisitionswith, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary; (mh) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not Hedging Agreements to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practiceextent permitted hereunder; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yj) other secured Indebtedness of any Non-U.S. Subsidiary to the Borrower or any and its Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary Subsidiaries up to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds but not exceeding $1,000,000 in principal amount individually or 50,000,000 in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03at any one time outstanding.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Existing Indebtedness shall be permitted to the extent actually outstanding on the Initial Borrowing Date and as the same is listed on Section A of Schedule IV, without giving effect to any refinancings or renewals thereof; (iii) Indebtedness under (x) Interest Rate Protection Agreements which are non-speculative in nature and are entered into to protect the Borrower and/or its Subsidiaries against fluctuations in interest rates in respect of floating rate Indebtedness outstanding at the time the respective Interest Rate Protection Agreements are entered into, which floating rate Indebtedness is otherwise permitted to remain outstanding or be incurred, as the case may be, pursuant to this Section 9.04 and (y) Indebtedness evidenced by Other Hedging Agreements entered into pursuant to Section 9.05(iv); (iv) (x) purchase money Indebtedness subject to Liens permitted under Section 9.01(vii) and (y) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations (other than Capitalized Lease Obligations in respect of the Lease Program), so long as the aggregate outstanding on the date hereof and listed in Schedule 7.03(bamount of such Indebtedness pursuant to this clause (iv) and does not exceed $15,000,000 at any Permitted Refinancing thereoftime outstanding; (cv) Guarantees by the Borrower or any Restricted Subsidiary in respect of intercompany Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and its Subsidiaries to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness9.05(vi); (Avi) (x) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations incurred pursuant to the Lease Program or any Loan Party owing Permitted Lease Refinancing, whether outstanding on the Initial Borrowing Date pursuant to the Lease Program or incurred from time to time thereafter pursuant to the Lease Program or any Permitted Lease Refinancing (so long as any Capital Expenditures made in connection therewith after the Initial Borrowing Date are permitted pursuant to Section 9.07); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (vi) exceed $80,000,000 at any time outstanding; (vii) Indebtedness assumed by the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted its Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any a Permitted Acquisition; , provided that (x) such Indebtedness is was not incurred in connection with or in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (By) the aggregate principal amount of such Indebtedness incurred or assumed in any Permitted Refinancing thereoffiscal year of the Borrower does not exceed $12,000,000; (jviii) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness the Smuckers Note in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued 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 claims9,300,000; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to amount of all repayments of principal thereof made after the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.Effective Date;

Indebtedness. CreateHoldings shall not, and shall not permit any of its Subsidiaries to, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Indebtedness pursuant to the TMS Intercompany Indebtedness, the Trico Marine Cayman Intercompany Loan and the Trico Supply Intercompany Loan Documentation, provided that the obligations of Holdings thereunder are subordinated to the Obligations of Holdings under this Agreement substantially on the terms set forth in Exhibit N; (iii) Indebtedness and obligations of Holdings, Trico Subsea, Trico Subsea Holdings, the Subsidiaries of Trico Subsea and the Borrower under the Trico Subsea Credit Agreement in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, provided that the obligations of the Borrower and its Subsidiaries outstanding under the Trico Subsea Credit Agreement are subordinated to the Borrower’s Obligations under this Agreement substantially on the date hereof and listed terms set forth in Schedule 7.03(b) and any Permitted Refinancing thereofExhibit N; (civ) Guarantees by the Borrower intercompany loans or advances from Holdings or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of Holdings to Holdings or any Indebtedness constituting Subsidiary of Holdings so long as such intercompany loans or advances owed by a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of Credit Party are subordinated to the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated IndebtednessExhibit N; (v) Indebtedness incurred of Holdings or any Subsidiary of Holdings (other than a Subsidiary (including the Borrower) which owns a Mortgaged Vessel) if after giving effect to the incurrence thereof, Holdings would be in pro forma compliance with the ordinary course covenants set forth in Sections 9.06 through 9.09; provided that (x) neither the Parent nor any Subsidiary of business the Parent (other than DeepOcean and any Subsidiary of DeepOcean) shall guarantee or otherwise become obligated in respect of obligations any Indebtedness of DeepOcean or any Subsidiary of DeepOcean, (y) neither Holdings nor any Subsidiary of Holdings shall guarantee or otherwise become obligated in respect of any Indebtedness of the Borrower Parent or any Restricted Subsidiary to pay of the deferred purchase price Parent (other than Holdings or any Subsidiary of goods Holdings) and (z) neither DeepOcean nor any Subsidiary of DeepOcean shall guarantee or services otherwise become obligated in respect of any Indebtedness of the Parent or progress payments in connection with such goods and services; any Subsidiary of the Parent (w) all premiums (if anyother than DeepOcean or any Subsidiary of DeepOcean), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yvi) Indebtedness of any Non-U.S. Subsidiary time prior to the Borrower or any Restricted Subsidiary representing (i) Initial Borrowing Date, Indebtedness under the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Existing Facility.

Indebtedness. CreateHoldings will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under the Loan Documentscreated hereunder, and Guarantees executed pursuant to this Agreement; (b) Indebtedness of the Borrower and its Subsidiaries outstanding Guarantees existing on the date hereof Effective Date and listed set forth in Schedule 7.03(b) 6.01 to the First Amended and Restated Credit Agreement and extensions, renewals and replacements of any Permitted Refinancing thereofsuch Indebtedness that do not increase the outstanding principal amount thereof over the amount set forth on such Schedule 6.01; (c) Guarantees Indebtedness owed to any Borrower or to any Wholly-Owned Subsidiary by the any Borrower or any Restricted Subsidiary Wholly-Owned Subsidiary, that in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise each case is permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtednessunder Sections 6.04(c); (Ad) Guarantees and Indebtedness of arising in connection with the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note SunTrust Sale and shall be pledged pursuant to the Security AgreementLeaseback; (e) Attributable Indebtedness and purchase money Guarantee obligations (including entered into by Big O Tires, Inc. or its Subsidiaries on behalf of its franchisees, other than those existing Guarantee obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financingslisted on Schedule 6.01(e) to finance the purchaseFirst Amended and Restated Credit Agreement, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Indebtedness guaranteed obligations arising after the Effective Date plus the aggregate principal amount of loans permitted under Section 6.04(h) at any one no time outstanding shall not exceed the greater of (A) exceeds $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period20,000,000; (f) Indebtedness of Restricted Subsidiaries any Subsidiary which becomes such as a result of an Acceptable Acquisition, including such Indebtedness that are is assumed or becomes the subject of a Guarantee, but not Loan Parties any extensions, renewals or replacements thereof; provided, that any such Indebtedness is not created in an aggregate principal amount at any time outstanding for all contemplation of or in connection with such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test PeriodAcceptable Acquisition; (g) Guarantees by any Borrower or any Wholly-Owned Subsidiary of Indebtedness in respect of Swap Contracts not incurred for speculative purposesany Borrower or any Wholly-Owned Subsidiary, provided such Subsidiary or Borrower Indebtedness is permitted pursuant to this Section; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in which does not have an aggregate principal amount not to exceed exceeding $150,000,000 25,000,000 at any time outstanding; (oi) Indebtedness consisting of Guarantee obligations entered into by (Ax) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the any Borrower or any Restricted Subsidiary constituting reimbursement Wholly-Owned Subsidiary, of obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the any Borrower or any Restricted Wholly-Owned Subsidiary or to Persons other than their Affiliates, which obligations in respect of letters of credit related thereto, in each case are incurred by them in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long and do not constitute Indebtedness, such as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10trade accounts payable, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10customer advances, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence accrued expenses and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefromlease payments that do not constitute Indebtedness, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter Borrower or any Wholly-Owned Subsidiary, of credit issued in favor obligations of Persons other than Holdings, Subsidiaries and their Affiliates, provided that the aggregate principal amount of the L/C Issuer or guaranteed obligations under this clause (y) plus the Swing Line Lender to support any Defaulting Lender’s participation in Letters aggregate amount of Credit or Swing Line Loans, respectively, as contemplated by the investments permitted under Section 2.03(a)(ii)(E6.04(d) or 2.04(b), respectivelyat no time exceeds $20,000,000; (tj) Guarantees and Indebtedness to current or former officers, directors, managers, consultants arising in connection with the NTB Sale and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06Leaseback; (uk) (i) Permitted Subordinated Guarantees and Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments arising in connection with such goods sale and services; (w) all premiums (if anyleaseback transactions permitted under Section 6.13(d), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (yl) Indebtedness Capital Lease Obligations in respect of any Non-U.S. Subsidiary property acquired in the NTB Acquisition and set forth on Schedule 6.01 to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note First Amended and shall be pledged pursuant to the Security Restated Credit Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of the Loan Parties under Company in connection with the Loan DocumentsLetters of Credit and this Agreement; (b) (i) Indebtedness of (i) the Borrower Company to any Subsidiary and its Subsidiaries outstanding on (ii) any Subsidiary to the date hereof and listed Company or any other Subsidiary to the extent the Indebtedness referred to in Schedule 7.03(bthis clause 13.2(b)(ii) and any Permitted Refinancing thereofevidences a loan or advance permitted under subsection 13.7; (c) Guarantees Indebtedness of Intermediate Holding evidenced by the Borrower or Intermediate Holding Subordinated Intercompany Note and any Restricted Subsidiary Indebtedness in respect of other notes issued after the Closing Date evidencing additional loans made by HoldCo to Intermediate Holding as contemplated by subsection 13.7(p); Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder Company evidenced by the Company Subordinated Intercompany Note and any Indebtedness in respect of notes issued after the Closing Date evidencing additional loans made by Intermediate Holding to the extent permitted Company as contemplated by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtednesssubsection 13.7(p); (Ad) Indebtedness in respect of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is derivatives contracts permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementsubsection 13.11; (e) Attributable Indebtedness consisting of reimbursement obligations under surety, indemnity, performance, release and purchase money obligations (including obligations appeal bonds and guarantees thereof and letters of credit required in respect the ordinary course of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance business or in connection with the purchase, repair enforcement of rights or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as 77 claims of the end Company or its Subsidiaries, in each case to the extent a Letter of Credit supports in whole or in part the obligations of the Test PeriodCompany and its Subsidiaries with respect to such bonds, guarantees and letters of credit; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as respect of the end Permitted Subordinated Notes and any other portion of the Test PeriodExisting Exchange Debentures but only if such Existing Exchange Debentures are covenant defeased; and Indebtedness in respect of the Permitted Subordinated Notes and any other portion of the Existing Subordinated Notes but only if such Existing Subordinated Notes are covenant defeased; (g) Indebtedness owed to a seller in a Permitted Acquisition or a Permitted Joint Venture or to a buyer in a disposition permitted under clauses (e), (f) or (h) of subsection 13.6 that (i) relates to customary post-closing adjustments with respect to accounts receivable, accounts payable, net worth and/or similar items typically subject to post-closing adjustments in similar transactions, and are outstanding for a period of Swap Contracts not incurred for speculative purposestwo (2) years or less following the creation thereof or (ii) relates to indemnities granted to the seller or buyer in the transaction; (h) other Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with of the Company or any Permitted Acquisition; provided that such Indebtedness is not of its Subsidiaries incurred in contemplation the ordinary course of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness their respective businesses in an aggregate principal amount not to exceed $150,000,000 40,000,000 at any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practicetime; (i) Permitted Unsecured Indebtedness so long as (x) of HoldCo evidenced by the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)Subordinated HoldCo Debentures; (sj) existing Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (Company or any direct of its Subsidiaries listed on Schedule 13.2 hereto (as such Schedule may be updated on the Closing Date in accordance with subsection 16.1) including any extension or indirect parent renewals or refinancing thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under , provided the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing principal amount thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Partyis not increased; and (yk) Indebtedness on any date of any Non-U.S. Subsidiary to the Borrower Company or any Restricted Subsidiary representing of its Subsidiaries assumed or issued in connection with a Permitted Acquisition (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiaryor, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if any Permitted Acquisition involving the Equity Interests purchase of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfercapital stock or other equity interests in any Person, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests Indebtedness of such Non-U.S. SubsidiaryPerson remaining outstanding after such Permitted Acquisition) and any extension or renewal thereof, or PROVIDED that the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual aggregate principal amount of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional such Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $50,000,000.

Indebtedness. CreateThe US Borrower will not, and will not permit any of its Subsidiaries to create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of the US Borrower pursuant to any Loan Parties under the Loan DocumentsDocument; (bi) Indebtedness of the US Borrower and to any of its Subsidiaries outstanding on Subsidiaries, (ii) Indebtedness for Borrowed Money of the date hereof and listed in Schedule 7.03(bUS Borrower to the Mexican Borrower (iii) and Indebtedness of any Permitted Refinancing thereofSubsidiary of the US Borrower to the US Borrower or any other Subsidiary of the US Borrower or (iv) Indebtedness for Borrowed Money of any Subsidiary of the US Borrower to the Mexican Borrower; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of and Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness8.05(a); (Ad) Indebtedness of outstanding on the Borrower date hereof (or available to be borrowed under facilities existing on the date hereof) and listed on Schedule 8.02 and any Loan Party owing to refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the Borrower maturity of, the principal amount thereof (or any Restricted Subsidiary to the extent such Investment is amount available for borrowing thereunder)); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.02, (B8.03(d) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding not to exceed $10,000,000 at any one time not outstanding; (f) Subordinated Debt and other unsecured Indebtedness of the US Borrower issued or incurred in excess of $100,000,000Capital Market Transactions; provided that (i) the US Borrower uses the Net Cash Proceeds of any such Indebtedness to make a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant mandatory prepayment to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth extent required in Section 7.01(i4.06(b), (ii) and after giving effect to the issuance or incurrence of any Permitted Refinancing thereof; provided that such Indebtedness, the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (AUS Borrower is in pro forma compliance with Section 8.01(a) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodmost recent fiscal quarter and (iii) any such Indebtedness is issued or incurred on market terms and matures after the SecondThird Extended Maturity Date; (fg) unsecured Indebtedness of Restricted Subsidiaries that are not Loan Parties the US Borrower in an aggregate principal amount not to exceed $200,000,000 at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposesoutstanding; (h) Indebtedness (other than for borrowed money) subject with respect to Liens Hedging Agreements permitted under by Section 7.018.05(b); (i) Indebtedness incurred pursuant to Qualified Securitization Transactions; (Aj) Indebtedness of any Person that becomes a Subsidiary after the date hereof (other than as a result of a Division) that is outstanding on the date such Person becomes a Subsidiary; provided that (i) such Indebtedness is not constituting Disqualified Equity Interestscreated in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the amount of such Indebtedness shall not be increased; (k) Indebtedness assumed in connection with the acquisition of any Permitted Acquisitionasset or property; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both (i) immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)thereto, (x) no Default or Event of Default shall exist or result therefrom, and (yii) the US Borrower and its Restricted Subsidiaries shall will be in Pro Forma Compliance pro forma compliance with the covenant covenants set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, 8.01 after giving effect to such Permitted Acquisition acquisition and the assumptionincurrence of such Indebtedness, incurrence (iii) such Indebtedness is not created in contemplation of or issuance in connection with such acquisition and (iv) the amount of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Dispositionshall not be increased; (l) Indebtedness consisting incurred in the ordinary course of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions;business to finance insurance premiums; and (m) Cash Management Obligations and other additional unsecured Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness the US Borrower in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.0350,000,000.

Indebtedness. CreateHoldings will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (ai) Indebtedness of incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Existing Indebtedness outstanding on the Initial Borrowing Date and listed on Schedule VI, without giving effect to any subsequent extension, renewal or refinancing thereof except to the extent set forth on Schedule VI, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced shall not increase from that amount outstanding at the time of any such extension, renewal or refinancing; (iii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04; (iv) Indebtedness of the Borrower and its Subsidiaries outstanding on evidenced by Capitalized Lease Obligations to the date hereof and listed extent permitted pursuant to Section 9.08, provided that in Schedule 7.03(bno event shall the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (iv) and exceed $1,000,000 at any Permitted Refinancing thereoftime outstanding; (cv) Guarantees by Indebtedness subject to Liens permitted under Sections 9.01(viii); (vi) intercompany Indebtedness among the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and its Subsidiaries to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness9.05(ix); (Avii) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than Subsidiary Guarantors under the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition Senior Subordinated Notes and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Senior Subordinated Note Documents in an aggregate principal amount not to exceed $150,000,000 100,000,000 (as reduced by any time outstanding; (o) Indebtedness consisting repayments of (A) principal thereof), provided that, prior to the financing consummation of insurance premiums or (B) take-or-pay obligations contained in supply arrangementsthe Merger, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or ATC and its Subsidiaries may not have any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of suretythe Senior Subordinated Notes; (viii) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), stayprovided that (x) such Indebtedness was not incurred in connection with, customs or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (other than debt for borrowed money incurred in connection with industrial revenue or industrial development bond financings), it being understood and appeal bondsagreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (viii), performance bonds and performance (z) at the time of such Permitted Acquisition such Indebtedness does not exceed 10% of the total value of the assets of the Subsidiary so acquired, or of the asset so acquired, as the case may be; (ix) Indebtedness of ATC and completion guarantees its Subsidiaries in respect of the Indebtedness to be Refinanced, provided that such Indebtedness shall only be permitted to remain outstanding until the consummation of the Merger; (x) guaranties by the Borrower or any Restricted Subsidiary or obligations and its Subsidiaries of each other's Indebtedness otherwise permitted under this Section 9.04; (xi) unsecured Indebtedness of the Borrower and its Subsidiaries in respect connection with their financing of letters of credit related thereto, in each case their insurance premiums in the ordinary course of business or and consistent with past practice; (i) Permitted Unsecured Indebtedness practices so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time no more than $2,000,000 of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence is outstanding at any time and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower or such Subsidiary is at the time of permitted to incur such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Senior Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan PartyNote Indenture; and (yxii) unsecured Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary incurred by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends its Subsidiaries in the form of additional Indebtedness shall Seller Notes in each case an aggregate principal amount not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03exceed $10,000,000 at any one time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, exceptother than: (a) Indebtedness of the Loan Parties under the Loan Documentsthis Agreement and any other Credit Document; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Closing Date and listed in described on Schedule 7.03(b) 9.01 and extensions, renewals and replacements of any Permitted Refinancing such Indebtedness that do not increase the outstanding principal amount thereof or shorten the maturity thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect Subordinated Debt incurred pursuant to Section 8.10; (d) So long as no Event of Default is occurring and is continuing, purchase money Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and Capital Lease Obligations to the extent secured by a Lien permitted by Section 7.02; provided that (A9.02(f) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary incurred in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds exceed $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to any one Fiscal Year after the Security AgreementClosing Date; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Sale-Lease Back Transactions permitted under Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period9.07; (f) Indebtedness unsecured current liabilities (other than liabilities for borrowed money or liabilities evidenced by promissory notes, bonds or similar instruments) incurred in the ordinary course of Restricted Subsidiaries that are business and either (i) not Loan Parties more than 90 days past due, or (ii) being disputed in an aggregate principal amount at any time outstanding good faith by appropriate proceedings with reserves for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Perioddisputed liability maintained in conformity with GAAP; (g) Indebtedness in respect consisting of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted contingent obligations under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A)indemnities, (x) no Event of Default shall exist or result therefromguarantees, and (y) the Borrower reimbursement agreements in favor of Persons issuing surety bonds, guarantees and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater similar undertakings issued to support performance obligations of (1) 6.00 to 1.0 as any of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments Consolidated Companies incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (ph) Indebtedness incurred by consisting of insurance premiums financed with the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect insurance company to letters of credit issued whom such insurance premiums are due 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 an amount not to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practiceexceed $1,500,000; (i) Permitted Unsecured Indebtedness so long as consisting of intercompany loans and advances made by the Domestic Borrower to any Guarantor, by the Holdings Borrower to the Sterling Borrower or by the Sterling Borrower to any of the UK Subsidiaries that are also Credit Parties; provided that (xi) the Borrower borrower under each Intercompany Note shall execute a demand note on the Original Closing Date (the "Intercompany Notes") to evidence any such intercompany Indebtedness, which Intercompany Notes shall be in Pro Forma Compliance with form and substance satisfactory to the covenant Administrative Agent, and shall be pledged to the Administrative Agent pursuant to one of the Pledge Agreements or one of the Security Agreements, as applicable, (ii) the Borrowers shall record all intercompany transactions on their books and records in a manner reasonably satisfactory to Administrative Agent, (iii) the obligations of each borrower under any such Intercompany Notes shall be subordinated to its obligations under its respective guarantee, if any, (iv) at the time any such intercompany loan or advance is made by any Borrower to any Guarantor, and after giving effect thereto, the representation and warranty set forth in Section 7.107.19 is true and correct, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (zv) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall occur and be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, continuing after giving effect to any such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Partyproposed intercompany loan; and (yj) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used incurred by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof Consolidated Company that is not a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant Credit Party in an aggregate amount not to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, exceed $5,000,000 during the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes term of this Section 7.03Agreement.

Indebtedness. CreateHoldings and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except: (a) (i) Indebtedness created pursuant to the Loan Documents and the Escrow Agreements and (ii) (x) Indebtedness incurred pursuant to the NPA Financing in an aggregate principal amount not to exceed $100,000,000, plus capitalized PIK Interest (as defined in the Note Purchase Agreement), minus any principal payments or prepayments made in cash in respect of the Loan Parties under NPA Notes and (y) Permitted Refinancings thereof; provided, that no Make-Whole Amount (as defined in the Loan DocumentsNote Purchase Agreement) paid in respect of the NPA Notes may be capitalized as part of a Permitted Refinancing and any such Make-Whole Amount payment shall be subordinated to the Obligations to the same extent as provided in the Intercreditor Agreement; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof Closing Date and listed in set forth on Schedule 7.03(b) 7.1 and any Permitted Refinancing Refinancings thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (Ai) Indebtedness of the Borrower or any Loan Party of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that the aggregate principal amount of such Indebtedness does not exceed $5,000,000 at any time outstanding (provided, however, that the aggregate principal amount of such Indebtedness incurred by Insurance Subsidiaries and Subsidiaries of an Insurance Subsidiary shall not exceed $2,500,000 at any time outstanding) and (ii) Permitted Refinancings thereof; (d) Indebtedness of the Borrower owing to Holdings or any Subsidiary and of any Subsidiary owing to Holdings, the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. other Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness that is owed by or to a Subsidiary that is not a Subsidiary Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall only be evidenced by a promissory note and shall permitted to be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply accordance with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii)7.4; (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateIridium LLC will not create, incur, assume or suffer permit to exist any IndebtednessIndebtedness of Iridium LLC, except: (a) Indebtedness of the Loan Parties under the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereof; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financingsCapital Lease Obligations) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business of Iridium LLC in respect the performance of obligations of its duties under the Borrower Management Services Agreement or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments otherwise in carrying out its activities in connection with such goods and services; the Development of the Project; (wb) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) other Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing Iridium LLC, provided that (i) the deferred payment proceeds of such Indebtedness (or, in the purchase price for case of any Indebtedness of an Unrelated Subsidiary that is Guaranteed by Iridium LLC, such Indebtedness) shall be used in the sale business of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. an Unrelated Subsidiary, (ii) such Indebtedness shall not have a maturity earlier than one year after the purchase price Maturity Date or provide any amortization or redemption of non-U.S. intellectual property rights principal prior to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or date, (iii) such Indebtedness shall not place any limitations on the activities of the Company and its Subsidiaries or the activities of Iridium LLC in connection with the Development of the Project, (iv) such Indebtedness may contain such other terms and conditions (including, without limitation, covenants and events of default, but excluding terms as to pricing) applicable to Iridium LLC that are not more restrictive than the terms set forth in the Credit Agreement (assuming such terms were applicable to Iridium LLC) and (v) such Indebtedness may not be secured by a management or Lien on any property of Iridium LLC other fee owed to than the Borrower for services provided by equity interests of such Unrelated Subsidiary; and (c) other Indebtedness not exceeding $10,000,000 in the Borrower or a Loan Party to such Non-U.S. Subsidiaryaggregate principal amount outstanding at any one time; provided that this Section shall not (A) in each case, be construed to restrict the ability of any such Unrelated Subsidiary to incur or have outstanding any Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests apply to any Indebtedness incurred by any Unrelated Subsidiary that is secured by a pledge of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests equity interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that Unrelated Subsidiary (and no other property of Iridium LLC) and is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Guaranteed by Iridium LLC.

Indebtedness. CreateThe Borrower will not, and will not permit ALOSKI or any of their respective Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, including without limitation Subordinated Debt, except: (a) Indebtedness of the Loan Parties under the Loan Documentscreated hereunder; (b) Indebtedness of the Borrower and its Subsidiaries outstanding existing on the date hereof and listed set forth in Schedule 7.03(b) 8.01, and extensions, renewals and replacements of any Permitted Refinancing thereofsuch Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder to any Guarantor and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (A) Indebtedness of the Borrower or any Loan Party owing Guarantor to the Borrower or any Restricted Subsidiary to other Guarantor; (d) Guarantees by the extent such Investment is permitted by Section 7.02, Borrower of Indebtedness (Bother than Guarantees in favor of Administrative Agent) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to Guarantor which when combined do not exceed $250,000 in the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreementaggregate; (e) Attributable Indebtedness and purchase money obligations (including obligations Guarantees in respect favor of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test PeriodAdministrative Agent; (f) Indebtedness of Restricted Subsidiaries Capital Lease Obligations (including those set forth in Schedule 8.01), provided that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodno Default exists or results therefrom; (g) purchase money Indebtedness of the Borrower, ALOSKI or any of their respective Subsidiaries (including Indebtedness set forth in respect Schedule 8.01) representing the purchase price of Swap Contracts not incurred for speculative purposesCapital Expenditures, that is secured by the asset purchased, provided that no Default exists or results therefrom; (h) Indebtedness (other than for borrowed money) subject referred to Liens permitted under Section 7.01;in the definition of Good Time Acquisition. (i) (AIndebtedness of the Borrower, ALOSKI or any of their respective Subsidiaries incurred to finance the acquisitions permitted under Section 8.04(g) Indebtedness (which is not constituting Disqualified Equity Interests) assumed in connection with secured by a Lien on the Collateral, and extensions, renewals and replacements of any Permitted Acquisition; provided that such Indebtedness is that do not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist increase the outstanding principal amount thereof or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of (1) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereofan earlier maturity date; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted SubsidiaryHedging Agreements permitted by Section 8.05; (k) Indebtedness constituting obligations for indemnification, the adjustment from judgments that otherwise do not constitute a Default or Event of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition;Default; and (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred those listed in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (xk) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or above in the aggregate amount of $2,000,000 during the term of this Agreement. Without in any way limiting the foregoing, no Subordinated Debt shall be evidenced by a promissory note permitted unless and until Required Lenders shall have consented to such Subordinated Debt and approved all documents and terms related thereto, which consent and approval may be pledged pursuant to the Security Agreement, and (B) granted or withheld in the case sole and absolute discretion of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03Required Lenders.

Indebtedness. Create, incur, assume No Restricted Subsidiary will in any manner owe or suffer to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness capital lease obligations (excluding oil, gas or mineral leases) entered into in the ordinary course of such Restricted Subsidiary’s business in arm’s length transactions at competitive market rates under competitive terms and conditions in all respects; provided that the Loan Parties obligations required to be paid in any fiscal year under any such capital leases do not in the Loan Documentsaggregate exceed $2,000,000 for all Restricted Subsidiaries; (b) Indebtedness of owed by the Restricted Subsidiaries to the Borrower and its or unsecured Indebtedness owed by the Restricted Subsidiaries outstanding on the date hereof and listed in Schedule 7.03(b) and any Permitted Refinancing thereofto a wholly owned Restricted Subsidiary; (c) Guarantees by the Borrower or any Restricted Subsidiary in respect of Indebtedness of the Borrower Restricted Subsidiaries for plugging and abandonment bonds issued by third parties or such Restricted Subsidiary otherwise permitted hereunder for letters of credit issued in place thereof which are required by regulatory authorities in the area of operations, and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent Restricted Subsidiaries for other bonds or letters of credit which are required by Section 6.12 such regulatory authorities with respect to other normal oil and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtednessgas operations; (Ad) non-recourse Indebtedness of the Borrower or any as to which no Loan Party owing to the Borrower (i) provides any guaranty or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02, (B) Indebtedness credit support of any Non U.S. Subsidiary owed to a Non U.S. Subsidiarykind (including any undertaking, includingguarantee, pursuant to any cash management facility indemnity, agreement or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided instrument that any such Indebtedness to a Loan Party under clause (Awould constitute Indebtedness) or (Cii) that exceeds $1,000,000 in principal amount shall be evidenced by is directly or indirectly liable (as a promissory note and shall be pledged pursuant to the Security Agreementguarantor or otherwise); (e) Attributable Indebtedness and purchase money obligations Acquired Debt which meets the following requirements: (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financingsi) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all documentation evidencing such Indebtedness at any one time outstanding shall not exceed contain no terms, conditions or defaults (other than pricing and the greater grant of (Aa Lien which is permitted under this Agreement) $90,000,000 which are more favorable to the third party creditor than those contained in this Agreement are to Lenders and (Bii) 4.5% of Total Assets as of at the end of the Test Periodtime such Indebtedness is incurred, no Default shall have occurred and be continuing hereunder; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Periodunder Swap Contracts permitted under Section 7.10; (g) unsecured Indebtedness of the Restricted Subsidiaries not described in respect subsections (a) through (g) above which meets the following requirements: (i) the documentation evidencing such Indebtedness shall contain no terms, conditions or defaults (other than pricing) which are more favorable to the third party creditor than those contained in this Agreement are to Lenders and (ii) at the time such Indebtedness is incurred, no Default shall have occurred and be continuing hereunder; provided that the outstanding principal balance of Swap Contracts Indebtedness of the Restricted Subsidiaries permitted under this subsection (h) shall not incurred for speculative purposes;at any time exceed $30,000,000 in the aggregate; and (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, and (y) the Borrower and its Restricted Subsidiaries shall be (including capital lease obligations) not described in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s Total Leverage Ratio shall be no greater than the greater of subsections (1a) 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such through (g) above secured by Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness Liens in an aggregate principal amount not to exceed $150,000,000 100,000,000 at any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (ii); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Indebtedness. CreateThe Parent Borrower will not, incurnor will the Parent Borrower permit any of its Restricted Subsidiaries to, create, incur or assume any Indebtedness of the Parent Borrower or suffer to exist any Indebtednessof its Restricted Subsidiaries, except: (a) Indebtedness of incurred under this Agreement and the Loan Parties under the other Loan Documents; (b) (i) the Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof Third Amendment Effective Date and listed in set forth on Schedule 7.03(b) 7.03 hereto, and any Permitted Refinancing thereofIndebtedness in respect of any such Indebtedness and (ii) intercompany Indebtedness outstanding on the ThirdFifth Amendment Effective Date and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; provided that all such intercompany Indebtedness of any Credit Party owed to any Restricted Subsidiary that is not a Credit Party shall be subordinated to the Obligations pursuant to an Intercompany Note; (c) Guarantees (i) Indebtedness (including Finance Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within one hundred eighty (180) days after the applicable acquisition, construction, repair, replacement or improvement; provided that the aggregate amount of such Indebtedness incurred pursuant to this clause (c) and outstanding at any one time shall not exceed the greater of (x) $25,000,00080,000,000 and (y) 5.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma Effect thereto)) and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(c) for purposes of the cap set forth herein (other than any Permitted Refinancing Indebtedness incurred in respect of Indebtedness listed on Schedule 7.03)); (d) any Indebtedness issued or loaned by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower (i) to any Credit Party; provided that such Indebtedness is Subordinated Indebtedness, (ii) to any Restricted Subsidiary that is not a Credit Party to the extent otherwise permitted by Section 7.04 or (iii) to the extent the amount of any such loan or guarantee would have been permitted to be made as a Restricted Payment under Section 7.05; provided, further, that all such Indebtedness shall be evidenced by the Intercompany Note; (e) Indebtedness of the Parent Borrower and its Restricted Subsidiaries under Hedge Agreements; provided such Hedge Agreements have not been entered into for speculative purposes and are (or were) entered into by such Person in the ordinary course of business; (f) Indebtedness constituting Guaranty Obligations permitted by Section 7.04; provided that if the Guaranty Obligations are in respect of Indebtedness of the Borrower or such Restricted Subsidiary otherwise permitted hereunder and to the extent permitted by Section 7.02; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty to the extent required by Section 6.12 and (B) if the Indebtedness being Guaranteed is subordinated to the ObligationsSubordinated Indebtedness, such Guarantee Guaranty Obligations shall be subordinated to the Guarantee guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such underlying Indebtedness; (Ag) Indebtedness of the Borrower Restricted Subsidiaries assumed in connection with a Permitted Acquisition or any Loan Party owing to the Borrower or any Restricted Subsidiary to the extent such other Investment is permitted by Section 7.02, (B) Indebtedness of any Non U.S. Subsidiary owed to a Non U.S. Subsidiary, including, pursuant to any cash management facility or (C) Indebtedness of any Non U.S. Subsidiary to the Borrower or any Restricted Subsidiary in an aggregate principal amount outstanding at any time not in excess of $100,000,000; provided that any such Indebtedness to a Loan Party under clause (A) or (C) that exceeds $1,000,000 in principal amount shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement; (e) Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond, industrial development bond, and similar financings) to finance the purchase, repair or improvement of fixed or capital assets within the limitations set forth in Section 7.01(i) this Agreement and any Permitted Refinancing thereofIndebtedness incurred, issued or otherwise obtained to Refinance (in whole or in part) such Indebtedness in an unlimited amount so long as after giving Pro Forma Effect to the assumption of such Indebtedness the Total Net Leverage Ratio is either (i) not greater than 5.00 to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence or (ii) not greater than the Total Net Leverage Ratio immediately prior to the assumption of such Indebtedness as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence; provided that: (A) immediately after giving effect to such Indebtedness, no Specified Event of Default exists or is continuing or would result therefrom; (B) such Indebtedness is and remains solely the obligation of the Person and/or such Person’s subsidiaries that are acquired and such Indebtedness was not incurred in anticipation of such Permitted Acquisition or such Investment; and (C) the aggregate principal amount of all such Indebtedness at any one time outstanding under this clause (g) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, together with Indebtedness which is then outstanding pursuant to Section 7.03(q) and Section 7.03(x) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, shall not exceed the greater of (Ax) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $90,000,000 and (B) 4.5% of Total Assets as of the end of the Test Period; (g) Indebtedness in respect of Swap Contracts not incurred for speculative purposes; (h) Indebtedness (other than for borrowed money) subject to Liens permitted under Section 7.01; (i) (A) Indebtedness (not constituting Disqualified Equity Interests) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition; provided that both immediately prior and after giving effect to any Indebtedness incurred pursuant to this clause (i)(A), (x) no Event of Default shall exist or result therefrom, 20,000,00075,000,000 and (y) the Borrower and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if then in effect, and the Borrower’s 4.00% of Consolidated Total Leverage Ratio shall be no greater than the greater of Assets (1) 6.00 to 1.0 measured as of the end of the Test Period last ended, date such Indebtedness is incurred (and after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (2) the Total Leverage Ratio immediately prior to the consummation of such Permitted Acquisition and (B) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Borrower or any Restricted Subsidiary; (k) Indebtedness constituting obligations for indemnification, the adjustment of the purchase price or similar adjustments incurred under agreements for a Permitted Acquisition or Disposition; (l) Indebtedness consisting of obligations of the Borrower or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions; (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $150,000,000 any time outstanding; (o) Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (q) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Permitted Unsecured Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Borrower’s Total Leverage Ratio shall be less than 6.00 to 1.0 as of the end of the Test Period last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) Permitted Second Lien Indebtedness so long as (x) the Borrower shall be in Pro Forma Compliance with the covenant set forth in Section 7.10, if the Borrower is at the time of such Indebtedness required to comply with Section 7.10, (y) the Senior Secured Leverage Ratio shall be less than 4.25 to 1.0 as of the end of the Test Period then last ended, after giving effect to such incurrence and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (iii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i) or (iiEffect thereto)); (s) Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or (y) any letter of credit issued in favor of the L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively; (t) Indebtedness to current or former officers, directors, managers, consultants and employees, their Controlled Investment Affiliates or Immediate Family Members to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) of the Borrower (or any direct or indirect parent thereof) permitted by Section 7.06; (u) (i) Permitted Subordinated Indebtedness to finance any prepayments of Indebtedness under the Loan Documents pursuant to Section 2.05(b)(iv) or 10.07(l) and (ii) any Permitted Refinancing thereof meeting the requirements of Permitted Subordinated Indebtedness; (v) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v); (x) Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in each case of a Loan Party; and (y) Indebtedness of any Non-U.S. Subsidiary to the Borrower or any Restricted Subsidiary representing (i) the deferred payment of the purchase price for the sale of Equity Interests of a Non-U.S. Subsidiary by the Borrower or a Restricted Subsidiary to such Non-U.S. Subsidiary, (ii) the purchase price of non-U.S. intellectual property rights to the extent such Investment is permitted by Section 7.02(w)(ii) or an allocation of development costs for intellectual property used by any Non-U.S. Subsidiary or (iii) a management or other fee owed to the Borrower for services provided by the Borrower or a Loan Party to such Non-U.S. Subsidiary; provided that (A) in each case, any such Indebtedness to any Loan Party that exceeds $1,000,000 in principal amount individually or in the aggregate shall be evidenced by a promissory note and shall be pledged pursuant to the Security Agreement, and (B) in the case of clause (i) if the Equity Interests of the transferred Non-U.S. Subsidiary were subject to a pledge prior to such transfer, then 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Non-U.S. Subsidiary, or the “first tier” holding company thereof that is a wholly owned Non-U.S. Subsidiary, shall be pledged pursuant to a Non-U.S. Pledge Agreement. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness shall in each case not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.