Common use of Indebtedness Clause in Contracts

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.

Indebtedness. No Loan Party shallThe Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) the Secured Obligations (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000including any Additional Revolving Loans and/or Additional Revolving Commitments); (b) Indebtedness of the Lead Borrower or its to any Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness Subsidiary and/or of any Restricted Subsidiary to the Lead Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to a Loan Party, such Indebtedness owing shall be permitted as an Investment by a Section 6.06; provided further that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Guarantor shall Loan Party must be unsecured and expressly subordinated in right of payment to the payment Obligations of such Loan Party; (c) [Reserved]; (i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in full connection with any Disposition permitted hereunder, any acquisition permitted hereunder or consummated prior to the Closing Date or any other purchase of the Obligations assets or Capital Stock, and (ii) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Lead Borrower or any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing pursuant to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)such agreement; (e) Indebtedness which may be deemed to exist of the Lead Borrower and/or any Restricted Subsidiary (i) pursuant to any Guarantees, performancetenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit (ii) in respect of judgments that do not constitute an Event letters of Default under Section 8.1(k)credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items and (iii) in respect of commercial and trade letters of credit; (f) Indebtedness of the Lead Borrower and/or any Restricted Subsidiary in connection with cash respect of commercial credit cards, stored value cards, purchasing cards, treasury management agreementsservices, netting services, overdraft protections protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respectCash management and Deposit Accounts, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the including Banking Services Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantordealer incentive, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar supplier finance or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposessimilar programs; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to guaranties by the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as Lead Borrower and/or any Restricted Subsidiary of the last day obligations of suppliers, customers and licensees in the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1ordinary course of business, does not exceed 3.00 to 1.00 and (ii) no Default or Event Indebtedness incurred in the ordinary course of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness business in an aggregate outstanding amount not respect of obligations of the Lead Borrower and/or any Restricted Subsidiary to exceed at any time $100,000,000 consisting of pay the deferred purchase price adjustments, earn-outs, deferred compensation, of goods or other arrangements representing acquisition consideration services or deferred progress payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisitiongoods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or other Investment permitted by Section 6.7 (collectivelysimilar instruments supporting trade payables, “Deferred Payment Obligations”), warehouse receipts or similar facilities entered into in the amount ordinary course of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.business;

Indebtedness. No Loan Party shallThe Company will not, nor shall it and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except: (a) (i) the Obligations and (ii) any other Indebtedness created under the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Loan Documents; (b) Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by with Indebtedness of a similar type that does not, for purposes of this clause (b), increase the asset (including all accessions, attachments, improvements and the proceeds outstanding principal amount thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of the Company to any Restricted Subsidiary and of any Subsidiary to the Borrower Company or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to of any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.7(d6.04(c); (d) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; (e) Indebtedness which may be deemed of the Company or any Subsidiary incurred to exist pursuant to finance the acquisition, construction or improvement of any Guaranteesfixed or capital assets, performance, statutory or similar obligations (including Capital Lease Obligations and any Indebtedness assumed in connection with workers’ compensationthe 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, for purposes of this clause (e), increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or obligations within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding; (f) any Indebtedness of a Person prior to the acquisition thereof by the Company or any Subsidiary; provided that (i) such Indebtedness is not incurred in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Indebtedness shall not have recourse to any other property or assets of the Company or any Subsidiary and (iii) any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (g) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, surety bondswhen aggregated with any Indebtedness outstanding under Section 6.01(q), bank guarantees not in excess of 10% of Consolidated Total Assets (as reflected in the most recent consolidated balance sheet of the Company delivered pursuant to Section 5.01) at any time outstanding; (i) Indebtedness under Swap Agreements permitted by Section 6.05; (j) Indebtedness arising from the endorsement of items for deposit or similar instruments related thereto incurred collection of commercial paper received in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (fk) Indebtedness of the Company or any Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in connection with cash management agreements, netting services, overdraft protections and otherwise the case of daylight overdrafts) drawn against insufficient funds in connection with deposit accountsthe ordinary course of business; provided that such Indebtedness is repaid within two (2) Business Days after being incurred; (gl) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness obligations owed to customers of the Borrower Company or another Restricted any Subsidiary with respectarising from the receipt of advance payments from a customer in the ordinary course of business; (m) unsecured Indebtedness (including subordinated Indebtedness the payment of which is subordinated to the payment of the obligations of the Company and the Subsidiaries, in each caseas applicable, to Indebtedness otherwise permitted to be incurred under the Loan Documents pursuant to this Section 6.1documentation, and subject to terms and conditions, acceptable to the Administrative Agent in its discretion) of the Company or any Subsidiary; provided, provided that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated both immediately prior to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness(including pro forma effect) thereto, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing shall exist or would result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the date that is 181 days after the Maturity Date (it being understood that any provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale shall not violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such subordinated Indebtedness) and (iv) the covenants applicable to such Indebtedness are not more onerous or more restrictive in any material respect (taken as a whole) than the applicable covenants set forth in this Agreement; (n) Indebtedness of the Company or any Subsidiary as an account party in respect of trust account funds or letters of credit established or issued for the account of the Company or such Subsidiary, as the case may be, that are established or issued in order to provide security for workers’ compensation claims or pension plans, payment obligations in connection with self-insurance, reclamation or closure liabilities or similar requirements, in each case in the ordinary course of business; (o) obligations of the Company or any Subsidiary arising in respect of performance bonds and completion, guarantee, surety and similar bonds, in each case obtained in the ordinary course of business and pursuant to customary terms in the utility industry to support statutory and contractual obligations (other than Indebtedness) arising in the ordinary course of business; provided that the amount of any such obligations shall not exceed the maximum amount required pursuant to the applicable statutory law or contract; (p) Indebtedness under Permitted Pro Rata Secured Financings; and (jq) other Indebtedness in an of the Company and Domestic Subsidiaries; provided that the aggregate outstanding principal amount of Indebtedness of Domestic Subsidiaries which are not to exceed at any time $100,000,000 consisting of purchase price adjustmentsSubsidiary Guarantors permitted by this clause (q), earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection when aggregated with any Permitted Acquisition Indebtedness outstanding under Section 6.01(h), shall not exceed 10% of Consolidated Total Assets (and, as reflected in the case of deferred compensation representing, or in substance representing, consideration or a portion most recent consolidated balance sheet of the purchase price in connection with such Permitted AcquisitionCompany delivered pursuant to Section 5.01) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.

Indebtedness. No None of the Loan Party Parties shall, nor shall it they permit any of its Restricted their Subsidiaries to, directly or indirectly, create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) the Secured Obligations (i) the Obligations including any Additional Term Loans and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Additional Revolving Loans); (b) Indebtedness of any Subsidiary of Holdings to any other Subsidiary; provided that in the Borrower case of any Indebtedness of a Subsidiary (x) that is not a Loan Party owing to a Loan Party or its Restricted Subsidiaries (y) that is not a Specified Loan Party owing to a Specified Loan Party, in each case such Indebtedness shall be permitted as an Investment by Section 6.03; provided, further, that (A) all such Indebtedness shall be evidenced by intercompany promissory notes and all such notes owned or held by a Loan Party shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement and (B) with respect to Capital Lease Obligations, sale-lease back transactions and purchase money all such Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party such Indebtedness must be expressly subordinated to the Obligations of such Loan Party on terms reasonably acceptable to the Administrative Agent; (c) Indebtedness incurred in respect of the Subordinated Notes in an aggregate principal amount that does not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,00040,000,000[Reserved]; (d) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder or Permitted Acquisitions permitted hereunder or other purchases of assets or Indebtedness arising from guaranties, letters of credit, surety bonds or performance bonds securing the performance of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or member of the Borrower Combined Group pursuant to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)agreements; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performancetenders, statutory obligations, surety, stay, customs, appeal, bid, leases, governmental contracts, trade contracts, performance and return of money bonds or other similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to in each case not constituting any appeal obligationIndebtedness for borrowed money, appeal bond or letter of credit and in respect of judgments that do not constitute an Event any letters of Default under Section 8.1(k)credit related thereto; (f) Indebtedness in connection with cash respect of (i) commercial credit cards, stored value cards, purchasing cards and treasury management agreementsservices, including Banking Services Obligations, and other netting services, overdraft protections protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items and interstate depository network services and, in each case, similar arrangements and otherwise in connection with deposit accountsCash management and Deposit Accounts and (ii) Securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.03 arising out of repurchase transactions; (gi) guaranties of the obligations of suppliers, customers and licensees in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business of a member of the Combined Group in respect of obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) Indebtedness in respect of any bankers’ acceptance supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (h) Guarantees by the Borrower of Indebtedness or other obligations of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted any Subsidiary with respect, in each case, respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01 (except with respect to clause (o)) or obligations not prohibited by this Agreement; provided, provided that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of any Guarantees (x) by a Loan Party of the obligations of a Restricted non-Loan Party or (y) by a Specified Loan Party of the Obligations of a Loan Party that is not a Specified Loan Party, in each case the related Investment is permitted under Section 6.03; provided, further, that (A) no Guarantee by any Subsidiary of any Indebtedness constituting Subordinated Indebtedness or Junior Lien Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein, (B) if the Indebtedness being Guaranteed is Subordinated Indebtedness, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Borrower Representative) to the Lenders as those contained in the subordination terms of such Indebtedness and (C) any Guarantee by a Subsidiary that is not a GuarantorLoan Party of any Indebtedness under Sections 6.01(n), such Guarantees (q) and (t) (or any Refinancing Indebtedness in respect thereof) shall only be permitted by Section 6.7; if such Guarantee meets the requirements of Sections 6.01(n), (hq) Swap Agreements entered into in order to effectively capor (t), collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of as the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposescase may be; (i) other Indebtedness with respect to Capital Lease, equipment and insurance financing obligations, in each case, listed on Schedule 6.01 on the Third Amendment Effective Date; (j) Indebtedness of Subsidiaries that are not otherwise permitted hereunder so long as Loan Parties; provided that the aggregate outstanding principal amount of such Indebtedness shall not exceed $5,000,000; (k) Indebtedness consisting of obligations owing under dealer incentive, supply, license or similar agreements entered into in the ordinary course of business; (l) Indebtedness of any Subsidiary consisting of (i) after giving effect the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business; (m) Indebtedness with respect to (i) Capital Leases and purchase money Indebtedness incurred prior to or within 270 days of the acquisition, lease, completion of construction, repair of, replacement, improvement to or installation of the assets acquired in connection with the incurrence of such IndebtednessIndebtedness in an aggregate outstanding principal amount not to exceed $7,500,000 and (ii) any refinancing of such Indebtedness permitted under Section 6.01(p) (without duplication of amounts permitted under this clause (m)); (n) Indebtedness of a Person that becomes a Subsidiary or Indebtedness assumed in connection with a Permitted Acquisition after the Closing Date; provided that (i) such Indebtedness (A) existed at the time such Person became a Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created in anticipation thereof, (ii) no Event of Default exists or would result therefrom, (iii) the Borrower’s Consolidated Total Leverage RatioRatio and the Secured Leverage Ratio would not exceed 4.93.50:1.00 and 3.75:1.00, respectively, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended Test Period for which financial statements are required to be have been delivered pursuant to Section 5.15.01, and (iv) if such Indebtedness is being assumed by Subsidiaries that are not Loan Parties, the aggregate outstanding principal amount of such Indebtedness, when aggregated with the outstanding principal amount of all Indebtedness of Subsidiaries that are not Loan Parties pursuant to Sections 6.01(q) and 6.01(t), shall not exceed $5,000,000; (o) Indebtedness consisting of unsecured subordinated promissory notes in form and substance reasonably acceptable to the Administrative Agent issued by any Borrower to any stockholders of any Parent Company or any current or former directors, officers, employees, members of management or consultants of any Parent Company or any member of the Combined Group (or their Immediate Family Members) and not Guaranteed by a Subsidiary of Holdings to finance the purchase or redemption of Capital Stock of any Parent Company permitted by Section 6.04; (p) Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (c), (i), (m), (n), (q), (t), (u) and (v) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that (i) the principal amount of such Indebtedness does not exceed 3.00 the principal amount of the Indebtedness being refinanced, refunded or replaced, except (A) by an amount equal to 1.00 unpaid accrued interest and premiums (iiincluding tender premiums) no Default or Event of Default has occurred thereon plus underwriting discounts, other reasonable and is continuing or would result therefrom; and customary fees, commissions and expenses (jincluding upfront fees and OID) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with such refinancing or replacement, (B) by an amount equal to any Permitted Acquisition existing commitments unutilized thereunder and (C) by additional amounts permitted to be incurred pursuant to this Section 6.01 (so long as such additional Indebtedness meets the other applicable requirements of this definition and, if secured, Section 6.02), (ii) other than in the case of Refinancing Indebtedness with respect to clauses (i), (m) or (n), such Indebtedness has a final maturity on or later than (and, in the case of deferred compensation representingrevolving Indebtedness, shall not require mandatory commitment reductions, if any, prior to) the final maturity of the Indebtedness being refinanced, refunded or replaced and, other than with respect to revolving Indebtedness, a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced, (iii) the terms of such Refinancing Indebtedness (excluding pricing, fees, premiums, rate floors, optional prepayment or optional redemption terms (and, if applicable, subordination terms) and, with respect to Refinancing Indebtedness with respect to clauses (a), (c) and, if applicable, (v) of this Section 6.01, security), are not, taken as a whole (as reasonably determined by the Borrower Representative), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than any covenants or any other provisions applicable only to periods after the Latest Maturity Date as of such date or any covenants or provisions which are on then-current market terms for the applicable type of Indebtedness), (iv) except in the case of Refinancing Indebtedness with respect to clause (a), such Indebtedness is secured only by Permitted Liens securing the Indebtedness being refinance, refunded or replaced at the time of such refinancing, refunding or replacement and, if secured by Collateral, be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent (it being understood, however, that such Indebtedness may go from being secured to being unsecured), (v) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, (vi) if the Indebtedness being refinanced, refunded or replaced was originally contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness were originally contractually subordinated to the Collateral), such Indebtedness is contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness shall be subordinated to the Collateral) on terms not less favorable, taken as a whole, to the Lenders than those applicable to the Indebtedness (or Liens, as applicable) being refinanced, refunded or replaced, taken as a whole, (vii) Indebtedness of any Borrower or any Subsidiary thereof shall not refinance Indebtedness of an Unrestricted Subsidiary, (viii) except in the case of clause (a), as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (ix) in the case of Refinancing Indebtedness with respect to clause (a), (A) such Indebtedness shall be pari passu or junior in right of payment and be secured by the Collateral on a pari passu or junior basis with the remaining Obligations hereunder, or shall be unsecured; provided that any such Indebtedness that is pari passu or junior with respect to the Collateral shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, (B) if such Indebtedness being refinanced, refunded or replaced is secured, it shall not be secured by any assets other than the Collateral and shall be secured pursuant to security documentation that is no more restrictive on the Loan Parties than the Loan Documents, (C) if such Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than Holdings, the Borrowers and the Subsidiary Guarantors, (D) such Indebtedness is incurred under (and pursuant to) documentation other than this Agreement, (E) any prepayment (other than scheduled amortization payments) of any such Refinancing Indebtedness in substance representingthe form of term loans shall be made on a pro rata basis with all then existing Term Loans (and all other then-existing Additional Term Loans requiring ratable prepayment), consideration except that the Borrowers and the lenders in respect of such Refinancing Indebtedness shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a portion less than pro rata basis (but not on a greater than pro rata basis) and (F) in the case of any Refinancing Indebtedness that is in the form of revolving Indebtedness, such Indebtedness will be subject to the same terms and conditions as those applicable to the Revolving Facility (and be deemed added to and made a part of the purchase price Revolving Facility) and (x) in connection with the case of any Refinancing Indebtedness, the incurrence of such Refinancing Indebtedness shall be without duplication of any amounts outstanding under the applicable clauses of this Section 6.01; (q) Indebtedness incurred to finance Permitted AcquisitionAcquisitions after the Closing Date; provided that (i) no Event of Default exists (or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”would result therefrom), (ii) the amount Total Leverage Ratio and the Secured Leverage Ratio would not exceed 4:903.50:1.00 and 3:75:1.00, respectively, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which shall financial statements have been delivered pursuant to Section 5.01 (determined without netting the proceeds of any such incurrence and assuming all such Indebtedness would be deemed to be Consolidated Secured Debt, whether or not satisfying the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.requirements therefor),

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except:except (without duplication): (a) (i) the Obligations Indebtedness secured by purchase money security interests and (ii) the “Obligations” under and as defined Capital Leases permitted in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Section 5.7(c); (b) the Advances and the other Obligations; (c) unfunded employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable Law; (d) existing Indebtedness described on Schedule 5.3 and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (except for increases by any amount necessary to cover reasonable fees and expenses incurred in connection therewith) or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable (except for any increase in interest or fee rates to then-market rates) to any Loan Party or Lender, as determined by ▇▇▇▇▇▇, than the terms of the Indebtedness being refinanced, amended or modified; (e) to the extent constituting Indebtedness, Contingent Obligations permitted pursuant to Section 5.6; (f) Indebtedness consisting of intercompany loans and advances made by Borrower to any other Loan Party or by any Guarantor to Borrower; provided, that: (A) Borrower shall have executed and delivered to each such Guarantor, and each such Guarantor shall have executed and delivered to Borrower, on the date of such loan or advance, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by Borrower to such Guarantor or by such Guarantor to Borrower, which Intercompany Notes shall be in form and substance reasonably satisfactory to Lender and shall be pledged and delivered to Lender pursuant to the Guaranty and Security Agreement as additional collateral security for the Obligations; (B) Borrower shall record all Intercompany Notes on its books and records in a manner reasonably satisfactory to Lender; (C) the obligations of each Loan Party under any such Intercompany Notes shall be subordinated to the Obligations in a manner reasonably satisfactory to Lender; (D) at the time any such Intercompany Note is made by Borrower and after giving effect thereto, Borrower shall be Solvent; (E) no Default or Event of Default would occur and be continuing after giving effect to any such proposed Intercompany Note; and (F) the aggregate balance of all such Intercompany Notes owing to Borrower shall not exceed $10,000,000 at any time; (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Ordinary Course of Business; and (i) other Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 10,000,000 at any time outstanding.

Indebtedness. No Loan Credit Party shall, nor shall it permit any of its Restricted the OZ Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) Indebtedness created hereunder and under the Obligations and (ii) the “Obligations” under and as defined in the ABL other Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Documents; (b) Indebtedness of existing on the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions Closing Date and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednesslisted on Schedule 6.01; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000[Reserved]; (d) Indebtedness of (i) any Restricted Subsidiary to the Borrower or Credit Party to any other Restricted Credit Party or any OZ Subsidiary, or of the Borrower and (ii) any OZ Subsidiary to any Restricted Credit Party or any other OZ Subsidiary; provided that (i) all such any Indebtedness owing owed by a Loan any Credit Party to any Restricted OZ Subsidiary that is not a Guarantor Credit Party incurred pursuant to this clause (d) shall be unsecured and subordinated in right of payment to the payment in full of the Obligations (other than contingent or indemnification obligations to which no claim has been asserted or that are not then due and payable) on terms substantially in the form of Exhibit I (ii) or such other subordination terms as may be mutually agreed between any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(dBorrower and Administrative Agent); (e) current liabilities of the Credit Parties or the OZ Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (f) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.03; (g) Indebtedness in respect of judgments or awards only to the extent, for the period and for an amount not resulting in a Default; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in the form of either a direct obligation of a Credit Party or OZ Subsidiary or in the form of a guaranty by a Credit Party or OZ Subsidiary, in each case, with respect to the obligation to refund or repay management, incentive or promote fees previously received from a fund; (j) Indebtedness incurred by a Credit Party or OZ Subsidiary arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Credit Party or OZ Subsidiary, as applicable, pursuant to such agreements, in connection with permitted acquisitions or permitted dispositions of any business or assets of a Credit Party or OZ Subsidiary; (k) Indebtedness which may be deemed to exist pursuant to any Guaranteesguaranties, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant including those incurred to any appeal obligationsecure health, appeal bond or letter safety and environmental obligations in the ordinary course of credit business; (l) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with margin accounts, deposit accountsaccounts and cash management services, including, but not limited to (i) credit cards (including, without limitation, “commercial credit cards” and purchasing cards), (ii) stored value cards, and (iii) depository, cash management and treasury services and other similar services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), in each case in the ordinary course of business; (gm) Guarantees by guaranties in the Borrower ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of a Credit Party or OZ Subsidiary, as applicable; (n) Indebtedness of a Restricted any Person that becomes an OZ Subsidiary or Guarantees after the Closing Date, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respectan amount equal to unpaid accrued interest, in each case, to Indebtedness otherwise permitted to be incurred premium thereon and any original issue discount pursuant to this Section 6.1the terms thereof, plus other reasonable amounts paid, and fees and expenses reasonably incurred in connection with such extension, renewal, replacement, refunding or refinancing; provided, provided that (i) if such Indebtedness exists at the Indebtedness that time such Person becomes an OZ Subsidiary and is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations not created in contemplation of or in connection with such Person becoming an OZ Subsidiary; and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted such Person becoming an OZ Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7under this Agreement; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (jo) Indebtedness of any Credit Party or OZ Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets, including Capital Lease Obligations in an aggregate outstanding principal amount not to exceed at any time $100,000,000 consisting 25,000,000, and extensions, renewals, refinancings, refundings and replacements of purchase price adjustmentsany such Indebtedness that do not increase the outstanding principal amount thereof except by an amount equal to unpaid accrued interest, earn-outspremium thereon and any original issue discount pursuant to the terms thereof, deferred compensationplus other reasonable amounts paid, or other arrangements representing acquisition consideration or deferred payments of a similar nature and fees and expenses reasonably incurred in connection with such extension, renewal, replacement, refunding or refinancing; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, development or improvement; (p) Indebtedness incurred in connection with a Permitted Securitization; provided, that recourse to Credit Parties and OZ Subsidiaries shall be limited to (i) the assets and rights of, and Equity Interests in, Qualifying Risk Retention Subsidiaries or Alternate Investment Subsidiaries or (ii) unsecured Indebtedness of up to $50,000,000 in aggregate principal amount with respect to recourse to Credit Parties or OZ Subsidiaries that are Non-SPVS; (q) security deposits and obligations under letters of credit and letters of guaranty supporting leases and other obligations of any Permitted Acquisition Credit Party or any OZ Subsidiary, in each case entered into in the ordinary course of business; (andr) Indebtedness of the Credit Parties or any OZ Subsidiaries in the nature of any contingent obligations of any Credit Party or any OZ Subsidiary (i) to issue, make or apply the proceeds of any capital calls in its capacity as the general partner, manager, managing member (or the equivalent of any of the foregoing) of any OZ Fund or any of their respective Subsidiaries, either now existing or newly created, to or in respect of any Indebtedness of such Persons or (ii) in respect of a pledge of such Credit Party’s or such OZ Subsidiary’s Equity Interests in any OZ Fund or any of their respective Subsidiaries for the purpose of securing Indebtedness of such OZ Fund or any of their respective Subsidiaries, either now existing or newly created; (s) obligations in respect of any Interest Rate Agreement or Currency Agreement entered into in the ordinary course of business and not for speculative purposes, and obligations to repurchase securities under customary repurchase agreements, provided that the securities subject to such repurchase agreements shall have a value no less than the amount that would be customary and prudent to support such repurchase obligations; (t) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (u) Indebtedness owed to (including obligations in respect of letters of credit or bank guaranties and similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former officers, employees, directors, managers, partners, managing members, principals and other personnel (or to current or former officers, employees, directors, managers, partners, managing members, principals and other personnel of such Person’s general partner or equivalent)) or property, casualty or liability insurance or self-insurance in respect of such items, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance, in each case in the ordinary course of business; (i) Indebtedness of Qualifying Risk Retention Subsidiaries that is non-recourse to the Credit Parties (other than the pledge of any Equity Interests of Qualifying Risk Retention Subsidiaries) incurred to finance the purchase or holding of Risk Retention Interests (including, without limitation, any guarantees made by any Qualifying Risk Retention Subsidiary) and (ii) to the extent constituting Indebtedness, the pledge of any Equity Interests in any Qualifying Risk Retention Subsidiary or OZ Fund to secure Indebtedness permitted under clause (v)(i), in each case of the foregoing clauses (i) and (ii), incurred in the ordinary course of business; (i) Indebtedness of Alternate Investment Subsidiaries (but excluding any guaranties by Alternate Investment Subsidiaries of Indebtedness of other Persons) that is non-recourse to the Credit Parties (other than the pledge of any Equity Interests of Alternate Investment Subsidiaries) incurred to finance the purchase or holding of AIS Investments constituting side-by-side investments in OZ Funds or other investment vehicles that, in each case, (x) are primarily managed for the account of third parties and (y) except in the case of investments in warehouse facilities, ramp-up vehicles or similar arrangements in the ordinary course of business (which, in the case of deferred compensation representingAIS Investments in warehouse facilities, ramp-up vehicles or similar arrangements in OZ Funds that do not constitute OZ CLOs (“Non-CLO AIS Investments”), Indebtedness of Alternate Investment Subsidiaries in respect of such Non-CLO AIS Investments shall be limited to $50,000,000 outstanding at any time that third party investments in such Non-CLO AIS Investment are not otherwise compliant with this clause (y)), the aggregate amount invested by Alternate Investment Subsidiaries in any particular OZ Fund or investment vehicle does not exceed 10% of the aggregate amount invested by all parties in such OZ Fund or investment vehicle, taking into account all investments in such OZ Fund or investment vehicle and after giving effect to all third-party investments and the funding of all third-party commitments, and any extensions, renewals, refinancings, refundings and replacements of any such Indebtedness, and (ii) to the extent constituting Indebtedness, the pledge of any Equity Interests in any Alternate Investment Subsidiary, OZ Fund or other investment vehicle to secure Indebtedness permitted under clause (w)(i), in each case of the foregoing clauses (i) and (ii), incurred in the ordinary course of business; (x) Indebtedness under the Senior Secured Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed the amounts referred to in clauses (x) and (y) of the definition of “Senior Cap”; and (y) (i) guaranties by any Credit Party, or guaranties by any OZ Subsidiary of Indebtedness of any other OZ Subsidiary that is not a Credit Party, in substance representingeach case with respect to Indebtedness permitted under clauses (a) through (u) (in the case of clause (p), consideration or a portion subject to the limitations set forth therein) and (x) of this Section 6.01, and (ii) extensions, renewals, refinancings, refundings and replacements of Indebtedness permitted under clauses (b) through (w) that, unless such an increase would otherwise be permitted by such clause, do not increase the purchase price outstanding principal amount thereof except by an amount equal to unpaid accrued interest, premium thereon and any original issue discount pursuant to the terms thereof, plus other reasonable amounts paid, and fees and expenses reasonably incurred in connection with such Permitted Acquisition) extension, renewal, replacement, refunding or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingrefinancing.

Indebtedness. No Loan Party shallThe Company shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, exceptexcept the following Indebtedness: (a) the Secured Obligations (other than in respect of Hedging Contracts) and Guaranty Obligations in respect thereto; (i) Indebtedness existing on the Obligations date of this Agreement and disclosed on Schedule 8.1 (Existing Indebtedness), (ii) Indebtedness under the New Subordinated Notes in an aggregate principal amount not to exceed $325,000,000 and (iii) any Permitted Refinancing thereof; (c) Permitted Subordinated Indebtedness; provided, however, that (i) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom and (ii) the “Obligations” under Company and as defined its Subsidiaries will be in Pro Forma Compliance with Article V (Financial Covenant) after giving effect to the ABL Credit Agreementincurrence or issuance of such Indebtedness; (d) Guaranty Obligations incurred by the Company or any of its Subsidiaries in respect of Indebtedness of the Company or any Subsidiary that is otherwise permitted by this Section 8.1 (other than clause (a) above); provided, however, that (i) none of the aggregate amount of Company and its Subsidiaries shall be permitted to Guarantee any Indebtedness arising under any Indenture (or any Permitted Refinancing thereof) unless such Indebtedness under this clause Subsidiary shall have also Guaranteed the Obligations substantially on the terms set forth in the Guaranty and (ii) does not exceed $287,500,000if the Indebtedness being Guaranteed is subordinated to the Obligations, then the Guaranty Obligations with respect to such Indebtedness shall be subordinated to the Guaranty Obligations with respect to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness; (be) Indebtedness of (i) any Domestic Loan Party owing to any other Domestic Loan Party, (ii) any Domestic Subsidiary that is not a Loan Party owing to (A) any other Domestic Subsidiary that is not a Loan Party or (B) the Company or a Loan Party in respect of an Investment permitted under Section 8.3(c) (Investments), (iii) any Domestic Loan Party owing to any Foreign Subsidiary, (iv) any Foreign Subsidiary owing to any other Foreign Subsidiary and (v) any Foreign Subsidiary or any Subsidiary that is not a Loan Party owing to any Domestic Loan Party in respect of an Investment permitted under Section 8.3(c) (Investments); provided, however, that all such Indebtedness of any Loan Party owing to any Subsidiary that is not a Loan Party (or to any Mexican Borrower) must be expressly subordinated to the Obligations; (i) Capital Lease Obligations and purchase money Indebtedness (including Indebtedness 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 and incurred concurrently with or within 270 days of the purchase, repair or improvement of the property subject to the Liens permitted under Section 8.2(i) (Liens, Etc.) (including permitted sale-leaseback transactions) and (ii) any Permitted Refinancing thereof; (g) (i) Indebtedness denominated in Pesos of Foreign Subsidiaries domiciled in Mexico, in an aggregate principal amount at any time outstanding for all such Indebtedness not to exceed $30,000,000, to the extent that the Net Cash Proceeds of any such Indebtedness are applied to prepay the Loans to the extent required pursuant to Section 2.9 (Mandatory Prepayments) and (ii) any Permitted Refinancing thereof; (h) Indebtedness in respect of Interest Rate Contracts and other Hedging Contracts permitted under Section 8.15 (No Speculative Transactions); (i) (i) Indebtedness of the Borrower Company and its Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided, however, that such Indebtedness is not incurred in contemplation of such Permitted Acquisition or (B) owed to the seller of any property acquired in a Permitted Acquisition on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent, in each case, so long as (1) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom and (2) the Company and its Subsidiaries will be in Pro Forma Compliance with Article V (Financial Covenant) after giving effect to such Permitted Acquisition and the incurrence or issuance of such Indebtedness and (ii) any Permitted Refinancing thereof; (j) Indebtedness representing deferred compensation to employees of the Company and its Subsidiaries incurred in the ordinary course of business; (k) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to current or former officers, directors, employees or consultants, their respective estates, spouses or former spouses to finance the purchase or redemption of Stock or Stock Equivalents of Holdings or the Company, or to finance a Restricted Subsidiaries Payment with respect to Capital Lease ObligationsSARs, salein each case, to the extent permitted by Section 8.5 (Restricted Payments); (l) Indebtedness incurred by the Company or its Subsidiaries in a Permitted Acquisition or Asset Sale in respect of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (m) Indebtedness consisting of obligations of the Company or its Subsidiaries under deferred employee compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions; (n) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case, in connection with Deposit Accounts; (o) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-lease back transactions or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness incurred by the Company or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit 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 or similar obligations regarding workers’ compensation claims; provided, however, that, upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations shall be reimbursed within 30 days following such drawing or incurrence; (q) obligations in respect of performance and purchase money surety bonds and performance and completion guarantees provided by the Company or any of its Subsidiaries, or obligations in respect of letters of credit related thereto, in each case, in the ordinary course of business or consistent with past practice; (r) in the case of any Foreign Subsidiary, Indebtedness in an aggregate principal amount not to exceed $50,000,000 40,000,000 at any time; provided that any time outstanding (i) to the extent such Indebtedness shall be secured only by is utilized within 90 days of the asset incurrence thereof to finance a Permitted Acquisition, and (including all accessions, attachments, improvements and the proceeds thereofii) acquired incurred in connection with the incurrence any substantially contemporaneous Permitted Refinancing of such Indebtedness; (cs) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as under this Section 8.1; provided, however, that, (i) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom, (ii) the Company and its Subsidiaries will be in Pro Forma Compliance with Article V (Financial Covenant) after giving effect to the incurrence or issuance of such Indebtedness and (iii) as of the date any such Indebtedness is Incurred, after giving Pro Forma Effect to such Indebtedness, (A) the BorrowerCompany’s Consolidated Total Annualized EBITDA Ratio for the four full Fiscal Quarters immediately preceding such date shall be greater than or equal to 2.0 to 1.0 and (B) the Company’s Senior Leverage Ratio, calculated on a Pro Forma Basis Ratio as of the last day of the fiscal quarter most recently ended for which financial statements are required such date shall be less than or equal to be delivered pursuant 3.25 to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom1.0; and (jt) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition all premiums (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”if any), the amount of which shall be deemed to be the amount required to be accrued as a liability interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 clauses (other than Indebtedness permitted under Section 6.1(da) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdingsthrough (s) in excess of $18,000,000 at any time outstandingabove.

Indebtedness. No Loan Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect any Subsidiary of Holdings to Capital Lease Obligationsany other Subsidiary of Holdings; provided, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any (i) all such Indebtedness shall be secured only evidenced by the asset Intercompany Note, and, if owed to a Credit Party, shall be subject to a First Priority Lien pursuant to the Security Agreement, (including ii) all accessionssuch Indebtedness shall be unsecured and, attachmentsif owed by a Credit Party, improvements and shall be subordinated in right of payment to the proceeds thereofPayment in Full of the Obligations pursuant to the terms of the Intercompany Note, (iii) acquired any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in connection with a pro rata reduction of the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Indebtedness owed by such Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that Credit Parties for whose benefit such payment is made and (iiv) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in permitted as an Investment under Section 6.7(d6.6(d); (ec) [Reserved]; (d) Indebtedness which may be deemed to exist pursuant to any Guaranteesworkers’ compensation claims, self-insurance obligations, guaranties, performance, statutory surety, statutory, appeal bonds or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business; (e) Indebtedness consisting of (i) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, endorsements of instruments for deposit, investment accounts and securities accounts, and (ii) card services, including credit card (including purchasing card and commercial card), purchase cards (including so-called “procurement cards” or pursuant to any appeal obligation“P-Cards”), appeal bond or letter prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services, in each case incurred in the ordinary course of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)business; (f) Indebtedness guaranties in connection with cash management agreementsthe ordinary course of business of the obligations of suppliers, netting servicescustomers, overdraft protections franchisees and otherwise in connection with deposit accountslicensees of Subsidiaries of Holdings; (g) Guarantees guaranties by the Borrower of Indebtedness of a Restricted Guarantor Subsidiary or Guarantees guaranties by the Borrower or a Restricted Guarantor Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) no Non-Guarantor Subsidiary shall be permitted to guaranty any Indebtedness of a Credit Party that is unsecured and/or subordinated to the Obligations, (ii) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall guaranty must also be unsecured and/or subordinated to the Obligations and (iii) such Indebtedness shall permitted as an Investment under Section 6.6(d); (h) Indebtedness existing as of the Restatement Date described in Schedule 6.1, and Permitted Refinancing Indebtedness relating thereto; (i) Indebtedness of Subsidiaries of Holdings with respect to Capital Lease Obligations and Purchase Money Obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $5,000,000 and (y) 15% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period; provided that any such Indebtedness (i) is issued and any Liens securing such Indebtedness are created within 180 days after the acquisition, construction, lease or improvement of the asset financed and (ii) shall be secured only by the asset acquired, constructed, leased or improved in connection with the incurrence of such Indebtedness, and any Permitted Refinancing Indebtedness relating thereto; (j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Holdings or Indebtedness attaching to assets that are acquired by any Operating Credit Party or any of its Subsidiaries, in each case after the Closing Date as the result of any Investment permitted pursuant to Section 6.6 that results in a Person becoming a Subsidiary of Holdings (including any Permitted Acquisition) and (ii) any Permitted Refinancing Indebtedness relating to the Indebtedness specified in subclause (i) of this Section 6.1(j); provided that (A) any outstanding principal amount of Indebtedness permitted under this Section 6.1(j) shall not exceed an aggregate principal amount at any one time outstanding equal to the greater of (x) $15,000,000 and (y) 45% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period, and (B) in the case of Guarantees by Indebtedness referred to in subclause (i) of this Section 6.1(j), (x) such Indebtedness existed at the time such Person became a Loan Party Subsidiary of Holdings or at the obligations of a Restricted Subsidiary that time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary of Holdings (other than by any such Person that so becomes a Guarantor, Subsidiary of Holdings in connection with such Guarantees shall be permitted by Section 6.7Investment); (hk) Swap Indebtedness owing under Hedging Agreements entered into in order to effectively capmanage existing or anticipated interest rate, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are commodity price risks and not entered into for speculative purposes; (l) Indebtedness representing deferred compensation to employees and directors or former employees or directors of Holdings and its Subsidiaries in the ordinary course of business; (m) Indebtedness for overdraft protections in the ordinary course of business; provided, however, that such Indebtedness is promptly extinguished; (n) Indebtedness under letters of credit in an aggregate principal amount outstanding not to exceed the greater of (x) $7,500,000 and (y) 25% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period; (o) Indebtedness consisting of the financing of (i) insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness consisting of promissory notes issued by Holdings to any stockholder of Holdings or any current or former director, officer, employee, member of management, manager or consultant of Holdings, the Borrower or any Subsidiary of Holdings (or their respective immediate family members) to finance the purchase or redemption of Equity Interests permitted by Section 6.4(e); (q) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment or purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Subsidiary of Holdings pursuant to such agreements, in connection with Permitted Acquisitions, other Investments permitted pursuant to Section 6.6 or permitted Dispositions of any business, assets or Subsidiary of Holdings; (r) (A) Indebtedness (the Indebtedness incurred pursuant to this Section 6.1(r), the “Ratio Indebtedness”) of Holdings, the Borrower or any Subsidiary; provided that (1) at the time of the incurrence thereof and on a Pro Forma Basis after giving effect to the use of the proceeds thereof, no Event of Default shall have occurred or be continuing, and (2) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (r) shall not otherwise permitted hereunder exceed the sum of: (i) additional unlimited amounts so long as (i) after giving effect to the incurrence of such Indebtedness, Ratio Indebtedness and the Borrower’s Consolidated Total Leverage Ratiouse of proceeds thereof, calculated on a Pro Forma Basis as of the last day of the fiscal quarter Test Period most recently ended for which on or prior to such date of incurrence (measured as of the date such Indebtedness is incurred based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.1(a) or (b)) (but excluding from the computation thereof the proceeds of such Indebtedness), (A) in the case of unsecured Ratio Indebtedness, the Total Leverage Ratio would not exceed 5.75:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith, (B) in the case of Ratio Indebtedness that is Secured Debt secured by Liens that rank (or are intended to rank) junior to the Liens on the Collateral securing the Obligations or secured by Liens on assets not constituting Collateral, the Secured Leverage Ratio would not exceed 5.25:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith and (C) in the case of Ratio Indebtedness that is Senior Secured Debt, the Senior Secured Leverage Ratio would not exceed 4.75:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith; provided that: (1) if such Indebtedness is Senior Secured Debt, such Indebtedness (x) does not mature prior to the Maturity Date of, or have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of, any Loan outstanding at the time such Indebtedness is incurred or issued, (y) shall not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Indebtedness is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Loans hereunder and (z) shall otherwise be subject to the provisions of Section 2.21(a)(ii)(A), (G) and (K) and Section 2.21(c) as if such Ratio Indebtedness was an Incremental Facility; (2) if such Indebtedness is Secured Debt secured by Liens that rank (or are intended to rank) junior to the Liens on the Collateral securing the Obligations or secured by Liens on assets not constituting Collateral, such Indebtedness (x) does not mature prior to the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred or issued and (y) does not require any scheduled amortization, mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to maturity (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be delivered applied to the prepayments of the Loans hereunder pursuant to Section 5.12.10(e)) and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred); (3) if such Indebtedness is unsecured, such Indebtedness does not exceed 3.00 mature prior to 1.00 the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred or issued and does not require any scheduled amortization, mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to maturity (ii) no Default or Event other than pursuant to customary asset sale and change of Default has occurred and is continuing or would result therefromcontrol offers); and (j4) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or any Indebtedness described in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisitionclause (2) or other Investment permitted by Section 6.7 (collectively3) above, “Deferred Payment Obligations”), the amount of which such Indebtedness shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities have covenants and defaults that are (x) not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable materially more restrictive with respect to any the obligors thereunder, as reasonably determined by the Borrower in good faith, than the covenants and defaults under the Credit Documents or (y) reflective of market terms and conditions for the type of Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party issued or to a Subsidiary incurred at the time of FitBit International Holdings) issuance or incurrence thereof, as reasonably determined by the Borrower in excess of $18,000,000 at any time outstanding.good faith; and

Indebtedness. No Loan Party shallEach Borrower shall not, nor and shall it not permit any of its Restricted Subsidiaries to, create, incur or issue, incur, assume, become liable in respect of or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except: (a) (i) Indebtedness in respect of the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness evidencing the deferred purchase price of any newly acquired specific fixed asset consisting of personal property, or incurred to finance all or part of the Borrower acquisition of equipment of such Borrowers or any of its Restricted Subsidiaries with (pursuant to purchase money security interest Indebtedness or otherwise, whether owed to the seller or a third party); provided that such Indebtedness is incurred within ninety (90) days of the acquisition of such property and in respect to of Capital Lease Obligations, sale-lease back transactions ; and purchase money provided further that the aggregate amount of all Indebtedness in an aggregate principal amount outstanding pursuant to this clause (b) shall not to at any time exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by 5,000,000 (or, if denominated in a non-Dollar currency, the asset (including all accessions, attachments, improvements and Dollar Equivalent thereof calculated as of the proceeds thereof) acquired in connection with the incurrence date of such Indebtednessacquisition); (c) Unsecured Indebtedness pursuant to any Hydrocarbon Hedge Agreement or Interest Hedge Agreement (in an aggregate outstanding principal amount each case, not to exceed at any time $100,000,000being a Designated Hedge Agreement); provided that such Hedge Agreement otherwise complies with the terms of Section 8.14; (d) Indebtedness of any Restricted Subsidiary an Obligor to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary another Obligor that is not a Guarantor shall be unsecured and subordinated in priority and right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject on terms reasonably satisfactory to the limitations set forth in Section 6.7(d)Majority Lenders; (e) Indebtedness which may be deemed of the Borrowers with respect to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of standby letters of credit, surety bondsbank guarantees, bank guarantees indemnities, sureties or similar instruments related thereto incurred in the ordinary course of business, or pursuant bonds provided to any appeal obligationGovernmental Authority or other Person and assuring payment of contingent liabilities of the Borrowers and their Subsidiaries in connection with the operations of their respective businesses or the operation of the Hydrocarbon Interests, appeal bond or letter including with respect to plugging, facility removal, environmental remediation and abandonment of credit its Hydrocarbon Interests, in respect an aggregate amount not to exceed $2,500,000 (or, if denominated in a non-Dollar currency, the Dollar Equivalent thereof calculated as of judgments that do not constitute an Event the date of Default under Section 8.1(k);such incurrence) at any time; and (f) Indebtedness described in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (gItem 8.1(f) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respectDisclosure Schedule. For the avoidance of doubt, nothing in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if 8.1 shall restrict the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar Parent or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(dthe Borrowers and their respective Subsidiaries) that is owed to a Loan Party from issuing, incurring, assuming, or to a Subsidiary becoming liable in respect of FitBit International Holdings) in excess of $18,000,000 at any time outstandingIndebtedness.

Indebtedness. No Loan Party Neither the Parent, the Borrower, nor any Property Subsidiary (at such time as it owns an Acceptable Unencumbered Property in the Unencumbered Pool) shall, nor shall it permit any without the prior written consent of its Restricted Subsidiaries tothe Required Lenders, create, incur or incur, assume, guarantee or be or remain liable, contingently or otherwise become or remain directly or indirectly liable with respect to any IndebtednessIndebtedness on a recourse basis, except: : (a) (i) Indebtedness of the Obligations and (ii) Parent or the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness Borrower under this clause (ii) does not exceed $287,500,000; Agreement, any Bond Facility or the Term Facility; (b) Indebtedness of the Parent, the Borrower or its Restricted Subsidiaries a Subsidiary (other than a Property Subsidiary at such time as it owns an Acceptable Unencumbered Property in the Unencumbered Pool) which does not violate the provisions of Section 5.02; (c) with respect to Capital Lease Obligationsthe Parent, salethe Borrower or a Subsidiary (other than a Property Subsidiary at such time as it owns an Acceptable Unencumbered Property in the Unencumbered Pool), other Indebtedness solely to the extent that the creation, incurrence or assumption thereof would not result in a Default under the terms of this Agreement; and (d) with respect to the Borrower, the Parent or a Subsidiary (other than a Property Subsidiary at such time as it owns an Acceptable Unencumbered Property in the Unencumbered Pool), Indebtedness whose recourse is solely for so-lease back transactions and purchase money Indebtedness called “bad-boy” acts, including without limitation, (i) failure to account for a tenant’s security deposits, if any, for rent or any other payment collected by a borrower from a tenant under the lease, all in an aggregate principal amount not to exceed $50,000,000 at accordance with the provisions of any time; provided that applicable loan documents, (ii) fraud or a material misrepresentation made by Borrower or any Guarantor, or the holders of beneficial or ownership interests in such Indebtedness shall be secured only by the asset (including all accessionsBorrower or any Guarantor, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; financing evidenced by the applicable loan documents; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (iiiii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees attempt by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, Guarantor to divert or otherwise cause to hedge currency exposure or to hedge energy costs or exposure, which, in be diverted any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect amounts payable to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability applicable lender in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings applicable loan documents; (iv) the misappropriation or misapplication of any insurance proceeds or condemnation awards relating to any Real Property; (v) voluntary or involuntary bankruptcy by Borrower or any Guarantor; and (vi) any environmental matter(s) affecting any Real Property which is introduced or caused by Borrower or any Guarantor or any holder of its Subsidiaries a beneficial or parent entities that are not Loan Parties to, create, incur ownership interest in Borrower or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingGuarantor.

Indebtedness. No Loan Party shallCreate, nor shall it permit any of its Restricted Subsidiaries toincur, create, incur assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, except: (a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Obligations ordinary course of business and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) Swap Contract does not exceed $287,500,000contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness owed by a Loan Party to any other Loan Party which Indebtedness (x) is hereby subordinated to the prior indefeasible payment in full in cash of the Obligations, (y) is represented by an Instrument in form satisfactory to the Administrative Agent and delivered to the Administrative Agent pursuant to the Security Agreement; and (z) is otherwise permitted under the provisions of Section 7.03; (c) Indebtedness under the Loan Documents; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.02; provided that (i) the Loan Parties may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the Closing Date, (ii) the Loan Parties shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the Closing Date except that the Loan Parties may, after prior written notice to the Administrative Agent on behalf of the Secured Parties, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) the Loan Parties shall furnish to the Administrative Agent all notices or demands in connection with such Indebtedness either received by the any Loan Party or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or on its behalf, concurrently with the sending thereof, as the case may be; (e) Guarantees of any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower; (f) purchase money Indebtedness (including Capitalized Leases) arising after the Closing Date to the extent secured by purchase money security interests in Equipment (including Capitalized Leases) and purchase money mortgages on Real Property not to exceed $25,000,000 in the aggregate at any time outstanding (excluding such Indebtedness outstanding on the Closing Date) so long as such security interests and mortgages do not apply to any property of the Borrower or its Restricted Subsidiaries other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (g) Indebtedness of the Loan Parties in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with respect to Capital Lease Obligationsself-insurance or similar obligations, sale-lease back transactions and purchase money in the ordinary course of business; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) other unsecured Indebtedness of the Loan Parties in an aggregate principal amount not to exceed $50,000,000 20,000,000 at any time; provided time outstanding; (j) so long as no Default exists immediately prior to or after giving effect to the incurrence thereof, Subordinated Indebtedness, to the extent that the Net Cash Proceeds of such Subordinated Indebtedness are used to pay, substantially contemporaneously with the incurrence thereof, consideration for one or more Permitted Acquisitions, Indebtedness of any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereofPerson(s) acquired in such Permitted Acquisition or Permitted Acquisitions or any fees or expenses incurred in connection therewith and any such Permitted Acquisition is made in compliance with the incurrence of such Indebtednessrequirements set forth in the definition thereof; (ck) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary as to the Borrower or to Target Company and its Subsidiaries, and any other Restricted Subsidiary, or Canadian Subsidiaries of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment the extent they may become parties to the payment Canadian Target Debt Agreement, Canadian Target Debt in full an aggregate principal amount at any time outstanding of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)more than Cdn $245 million; (el) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory so long as no Default or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)exists immediately prior to or after giving effect to the incurrence thereof, the Senior High Yield Debt, provided that prior to or upon the incurrence of the Initial Senior High Yield Debt, the Borrower pays off in full the then outstanding Canadian Target Debt with the proceeds of the Initial Senior High Yield Debt; (fm) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) no Default or Event of Default exists immediately prior to or after giving effect to the incurrence thereof, and (ii) after giving effect to the incurrence of such Indebtednessthereof on a pro forma basis, the Borrower’s Consolidated Total Leverage RatioFixed Charge Coverage Ratio is greater than 3.00:1.00, calculated on a Pro Forma Basis the Borrower and Guarantors may incur Other Secured Debt; (n) so long as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (iii) no Default or Event of Default has occurred exists immediately prior to or after giving effect to the incurrence thereof, and (ii) after giving effect to the incurrence thereof on a pro forma basis, the Borrower’s Consolidated Fixed Charge Coverage Ratio is continuing or would result therefromgreater than 2.00:1.00, the Borrower and Guarantors may incur other unsecured Indebtedness, and the Borrower and its Subsidiaries may incur Acquired Indebtedness; and (jo) Indebtedness in an aggregate outstanding amount not so long as no Default or Event of Default exists immediately prior to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in after giving effect to the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”)incurrence thereof, the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Canadian Subsidiaries or parent entities that are not Loan Parties to, create, may incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingOther Permitted Canadian Debt.

Indebtedness. No Loan Party shallEach Borrower and Guarantor shall not, nor and shall it not permit any of its Restricted Subsidiaries to, incur, create, incur assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become or remain responsible for (directly or indirectly liable with respect to indirectly), the Indebtedness, performance, obligations or dividends of any Indebtednessother Person, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) purchase money Indebtedness of (including Capital Leases) arising after the Borrower or its Restricted Subsidiaries with respect date hereof to the extent secured by purchase money security interests in Equipment (including Capital Lease Obligations, sale-lease back transactions Leases) and purchase money Indebtedness in an aggregate principal amount mortgages on Real Property not to exceed $50,000,000 2,500,000 in the aggregate at any time; provided that time outstanding so long as such security interests and mortgages do not apply to any property of such Indebtedness shall be secured only by Borrower, Guarantor or Subsidiary other than the asset (including all accessionsEquipment or Real Property so acquired, attachments, improvements and the proceeds thereof) acquired in connection with Indebtedness secured thereby does not exceed the incurrence cost of such Indebtednessthe Equipment or Real Property so acquired, as the case may be; (c) Unsecured Indebtedness guarantees by any Borrower or Guarantor of the Obligations of the other Borrowers or Guarantors in an aggregate outstanding principal amount not to exceed at any time $100,000,000favor of Agent for the benefit of Lenders; (d) the Indebtedness of any Restricted Subsidiary to the Borrower or Guarantor to any other Restricted SubsidiaryBorrower or Guarantor arising pursuant to loans permitted under Section 9.10(d) or (e) hereof, or of the provided, that, as to any such Indebtedness at any time owing by a Borrower to any Restricted Subsidiary; provided that a Guarantor, (i) the Indebtedness arising pursuant to such loans shall be subject to, and subordinate in right of payment to, the right of Agent and Lenders to receive the prior final payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to Agent, (ii) such Borrower or such Guarantor shall join the Intercompany Subordination Agreement pursuant to a joinder agreement in form and substance reasonably satisfactory to the Agent, (iii) such Borrower shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness prior to the end of the then current term of this Agreement, except that Parent and Merchandising may make regularly scheduled payments of interest to Resources on a semi-annual basis at the end of the second and fourth Fiscal Quarters of Parent in respect of intercompany loans made by Resources to Parent or Merchandising, as the case may be, so long as Resources immediately applies all of the proceeds of such interest payments to make an intercompany loan in cash to Parent or Merchandising in accordance with the terms of Section 9.10(d) hereof; and (iv) in the case of any Indebtedness owing to a Borrower or Guarantor, the Indebtedness arising pursuant to any such loan shall not be evidenced by a Loan Party promissory note or other instrument, unless the single original of such note or other instrument is promptly delivered to Agent upon its request to hold as part of the Collateral, with such endorsement and/or assignment by the payee of such note or other instrument as Agent may require; (e) Indebtedness of any Borrower or Guarantor entered into in the ordinary course of business pursuant to a Hedge Agreement; provided, that, (i) such arrangements are with a Bank Product Provider, (ii) such arrangements are not for speculative purposes, and (iii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with any Bank Product Provider that are secured under the terms hereof; (f) unsecured guarantees by Parent or a Borrower of the obligations of a Borrower arising pursuant to a lease from a third party in a bona fide arm’s length transaction of real property for use as a retail store location in the ordinary course of the business of such Borrower; provided, that, (i) the Person issuing such guarantee is permitted hereunder to incur directly the obligation that is being guaranteed and (ii) as of the date on which such guarantee is issued no Event of Default exists or has occurred and is continuing; (g) Specified Subordinated Indebtedness and unsecured Indebtedness of any Borrower or Guarantor arising after the Closing Date to any Restricted Subsidiary that third person (but not to any other Borrower or Guarantor), provided, that, in each case, each of the following conditions is not a Guarantor satisfied as determined by Agent: (i) such Indebtedness shall be unsecured on terms and subordinated conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between Agent and such third party, in form and substance satisfactory to Agent, (ii) any Agent shall have received not less than ten (10) days prior written notice of the intention of such Indebtedness of any Restricted Subsidiary that is not a Borrower or Guarantor owing to any Loan Party incur such Indebtedness, which notice shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed reasonable detail satisfactory to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in Agent the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence amount of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratioperson or persons to whom such Indebtedness will be owed, calculated on a Pro Forma Basis the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all Subordinated Debt Documents evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, and except with respect to the Specified Subordinated Indebtedness, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to Agent for application to the Obligations in accordance with Section 6.4(a), (v) as of the last day date of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1incurring such Indebtedness and after giving effect thereto, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred shall exist or have occurred, (vi) such Borrower and is continuing Guarantor shall not, directly or would result therefromindirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Borrower or Guarantor may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except as otherwise expressly permitted under Section 9.11(g)), or set aside or otherwise deposit or invest any sums for such purpose, and (vii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf concurrently with the sending thereof, as the case may be; (h) Indebtedness arising from lease payments in connection with one or more sale-leaseback transactions in respect of (i) the Owned Real Properties, and (ii) the Real Properties formerly owned by Borrowers located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Victoria, Texas 77904; (i) the Indebtedness set forth on Schedule 9.9 to which are not permitted by the other provisions of Section 9.9 above; provided, that, (i) Borrowers and Guarantors may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof, (ii) Borrowers and Guarantors shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except, that, Borrowers and Guarantors may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrowers and Guarantors shall furnish to Agent all notices or demands in connection with such Indebtedness either received by any Borrower or Guarantor or on its behalf, promptly after the receipt thereof, or sent by any Borrower or Guarantor or on its behalf, concurrently with the sending thereof, as the case may be; and (j) unsecured Indebtedness of any Borrower or Guarantor arising after the date hereof to any third person which is not permitted by the other provisions of Section 9.9 above in an aggregate outstanding amount not to exceed $100,000 at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingtime.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with With respect to any Indebtednessa Person, except: at the time of computation thereof, all of the following (without duplication): (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount all obligations of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations Person in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto money borrowed (other than trade debt incurred in the ordinary course of businessbusiness which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or pursuant to drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor representing the principal portion under a Capitalized Lease; (d) all reimbursement obligations of such Person under any appeal obligation, appeal bond or letter letters of credit or acceptances (whether or not the same have been presented for payment), but excluding any such reimbursement obligations to the extent such obligations have been cash collateralized; (e) Off-Balance Sheet Obligations; (f) all obligations of such Person in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreementsany purchase obligation, netting servicesrepurchase obligation, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary takeout commitment or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower forward equity commitment or another Restricted Subsidiary with respectconfirmation or forward equity sale agreement, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that case evidenced by a binding agreement (excluding (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated any such obligation to the Obligations, extent the Guarantee shall also terms thereof provide that the obligation can be unsecured and/or subordinated to satisfied by the Obligations issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in the case ordinary course of Guarantees business of such Person); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof (excluding any such obligation which is a forward equity commitment or confirmation or forward equity sale agreement to the extent the terms thereof provide that the obligation can be satisfied by a Loan Party the issuance of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; Equity Interests); (h) Swap Agreements entered into in order all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to effectively cap, collar or exchange interest rates such Person (from floating to fixed rates, from one floating rate to another floating rate or otherwise) except for guaranties of Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to any interest-bearing liability or investment the extent of the Borrower amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any Restricted Subsidiarymanner to invest directly or indirectly in a Person, to maintain working capital or equity capital of another Person or otherwise to maintain net worth, solvency or other financial condition of another Person, to purchase indebtedness, or to hedge currency exposure assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to hedge energy costs make payment of the indebtedness held by such owner or exposure, which, in any case, are not entered into for speculative purposes; otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness not otherwise permitted hereunder so long (based upon its Equity Percentage in such Unconsolidated Affiliate) of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FASB ASC 805, as (i) after giving effect issued by the Financial Accounting Standards Board in December of 2007. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the incurrence extent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse to such Person, in which case the Borrowergreater of such Person’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as pro rata portion of such Indebtedness or the amount of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a recourse portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectivelyIndebtedness, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued included as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any Indebtedness of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingsuch Person).

Indebtedness. No Loan Party shallBorrow money, nor shall it permit any issue evidences of its Restricted Subsidiaries to, indebtedness or create, incur assume or assumesuffer to exist indebtedness in addition to the Notes (including without limitation as indebtedness capitalized lease obligations), or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: except (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired indebtedness incurred in connection with the incurrence acquisition of machinery and equipment, which indebtedness is secured by conditional sales contracts, title retention agreements, capitalized leases or other purchase money security interests, provided that the indebtedness secured by any such security interest shall not exceed the fair market value of the machinery or equipment acquired subject thereto and such security interest shall not encumber any property of the Company or any Subsidiary other than the machinery or equipment acquired subject thereto (or the refinancing of any such indebtedness, provided that no such refinancing shall increase the outstanding principal amount of such Indebtedness; indebtedness and any replacement lien given to secure such refinancing shall be limited to the machinery and equipment securing such indebtedness), (b) existing indebtedness described in Section 9.5 of the Disclosure Schedule (provided that all such indebtedness shall be repaid in accordance with its terms with no extension, renewal or other modification), (c) Unsecured Indebtedness in an indebtedness of the Company to banks or other financial institutions, provided that the aggregate outstanding principal amount not to exceed of such indebtedness outstanding at any time shall not exceed $100,000,000; 5,000,000 ("Bank Debt"), (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or unsecured indebtedness of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that Company which is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full Notes pursuant to terms and conditions reasonably satisfactory to St. ▇▇▇▇, provided that the aggregate principal amount of the Obligations and (ii) such indebtedness outstanding at any such Indebtedness of any Restricted Subsidiary that is time shall not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); exceed $100,000, (e) indebtedness of wholly-owned Subsidiaries which arises out of loans or advances permitted by Section 9.8(a), (f) guarantees of indebtedness permitted by Section 9.7, (g) obligations of the Company under the Revolving Credit Program Agreement, and (h) indebtedness or liabilities, other than Indebtedness which may be deemed to exist pursuant to any Guaranteesfor Borrowed Money (as hereinafter defined), performance, statutory incurred or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred arising in the ordinary course of business. Upon the incurrence by the Company of any Bank Debt, or pursuant to any appeal obligation, appeal bond or letter each of credit in respect the holders of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management the Notes shall execute and deliver agreements, netting servicesin form and substance reasonably satisfactory to St. ▇▇▇▇, overdraft protections subordinating the Notes in right of payment to such Bank Debt and otherwise in connection with deposit accounts; (g) Guarantees by subordinating the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness liens on the assets of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if Company and its Subsidiaries securing the Indebtedness that is being guarantied is unsecured and/or subordinated Notes to the Obligations, liens on such assets securing the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingBank Debt.

Indebtedness. No Loan Party shallSection 3.20 of the Company Disclosure Letter sets forth a list of the Indebtedness of the Company and its Subsidiaries outstanding as of March 31, 2007, as well as the principal amount, the maturity date, the collateral or security thereunder and the administrative agent or Person serving in a similar capacity with respect thereto, and, since such date through the date hereof, neither the Company nor shall it permit any of its Restricted Subsidiaries tohas incurred a material amount of additional Indebtedness. The Company has made available to Parent true, createaccurate and complete copies of each Contract (as amended and in effect) with respect to the Indebtedness listed in Section 3.20 of the Company Disclosure Letter and, incur neither the Company nor any of its Subsidiaries is in breach or assume, or otherwise become or remain directly or indirectly liable default with respect to any Indebtednesssuch Contract and, except: to the Knowledge of the Company, no other party thereto is in breach or default with respect to any such Contract (in each case except for such breaches or defaults that would not reasonably be expected to be material to the Company or any of its Subsidiaries), and no event has occurred which, with due notice or lapse of time or both, would constitute any such breach or default (except for such breaches or defaults that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole). Neither the Company nor any of its Subsidiaries has received any written notice of any material breach or default with respect to any such Contract which remains uncured. As of immediately prior to the Closing, neither the Company nor any of its Subsidiaries will have, or will otherwise be liable in any respect for, any Indebtedness other than (a) (i) the Obligations and (ii) Indebtedness set forth in Section 3.20 of the “Obligations” under and as defined in the ABL Credit Agreement; providedCompany Disclosure Letter, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of incurred after the Borrower or its Restricted Subsidiaries date hereof in accordance with respect to Capital Lease Obligations, sale-lease back transactions Section 5.1 and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party the Company, Indebtedness to one or more direct or indirect wholly owned Subsidiaries of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (Company and, in the case of deferred compensation representing, or in substance representing, consideration or a portion any Subsidiary of the purchase price Company, Indebtedness to the Company or one or more direct or indirect wholly owned Subsidiaries of the Company. Without limiting, and in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”)furtherance of, the foregoing, the aggregate amount of which shall be deemed to be all outstanding indebtedness of the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Company and it Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 other Person (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party any direct or to a indirect wholly owned Subsidiary of FitBit International Holdingsthe Company) for borrowed money as of June 30, 2007, other than in excess respect of the Debentures, will not exceed $18,000,000 at any time outstanding335,000,000.

Indebtedness. No Loan Party shallExcept with respect to the incurrence of Indebtedness under the Unisource Credit Facility in the ordinary course of business, nor UWWH shall it not, and shall not permit any of its Restricted Subsidiaries to, create, : (i) incur any Indebtedness for borrowed money or guarantee or otherwise become contingently liable for any such Indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of UWWH or any of its Subsidiaries or guarantee any debt securities of others or enter into any material lease other than in connection with operating leases in the ordinary course of business; (ii) issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person for borrowed money or remain directly or indirectly liable with respect to any Indebtedness, except:otherwise; (aiii) make any loans, advances, capital contributions to or investments in any other Person except (iA) loans or advances by UWWH or any of UWWH’s wholly-owned Subsidiaries to it or any of its wholly-owned Subsidiaries, (B) investments or capital contributions in any of UWWH’s wholly-owned Subsidiaries, (C) as required by binding Contracts in effect as of the Obligations and date hereof set forth in Section 8.2(g) of the UWWH Disclosure Schedules or (iiD) the “Obligations” under and as defined in the ABL Credit Agreementordinary course of business; provided, that the aggregate amount of such Indebtedness under loans, advances, capital contributions to or investments in any other Person made in reliance on this clause (iiD) does shall not exceed $287,500,000100,000; (biv) Indebtedness authorize material capital expenditures or purchases of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any fixed assets other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred than from third parties in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k);; or (fv) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees incur Liabilities secured by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) an Encumbrance on its assets other than in the case ordinary course of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, business; which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representingclauses (i), (ii), (iii), (iv) or (v) above, would obligate the Surviving Corporation or its Subsidiaries to pay any amounts, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed assume any obligations to be performed by the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding Surviving Corporation or its Subsidiaries, at or after the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingEffective Time.

Indebtedness. No Loan Party shallParent will not, nor shall it and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except: (a) (i) the Obligations and (ii) the “Finance Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of existing on the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions date hereof and purchase money set forth in Schedule 7.01 and any Permitted Refinancing Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds respect thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not of Parent to exceed at any time $100,000,000; (d) Indebtedness Subsidiary and of any Restricted Subsidiary to the Borrower Parent or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing Loan Party to any Loan Party shall be subject to to, and shall comply with, clause (ii) of the limitations proviso set forth in Section 6.7(d7.04(d); (d) (i) Guarantees by the U.S. Borrower of the USAO Settlement Obligations and (ii) Guarantees by Parent or any Restricted Subsidiary of Indebtedness or other obligations of Parent or any Subsidiary; provided that, in the case of clause (ii), the aggregate amount of 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 Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall be permitted under Section 7.04(d) or (w); (e) Indebtedness which may be deemed of Parent or any Restricted Subsidiary incurred to exist pursuant to finance the acquisition, construction, repair or improvement of any Guaranteesfixed or capital assets, performanceincluding Capital Lease Obligations, statutory or similar obligations (including Synthetic Lease Obligations and any Indebtedness assumed in connection with workers’ compensation) the acquisition of any such assets or obligations secured by a Lien on any such assets prior to the acquisition thereof, and any Permitted Refinancing Indebtedness in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1thereof; provided, provided that (i) if such Indebtedness (but not any Permitted Refinancing Indebtedness in respect thereof) is incurred prior to or within 270 days after such acquisition or the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligationscompletion of such construction, the Guarantee shall also be unsecured and/or subordinated to the Obligations repair or improvement and (ii) in the case aggregate principal amount of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be Indebtedness permitted by this clause (e) shall not exceed, on a pro forma basis determined in accordance with Section 6.7; (h) Swap Agreements entered into in order to effectively cap1.03(c), collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) immediately after giving effect to the issuance or incurrence of such Indebtedness, Indebtedness the Borrower’s greater of (x) $25,000,000 and (y) 10% of Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of EBITDA for the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1completed Test Period, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.;

Indebtedness. No Loan Party shallSuch Obligor will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, incur incur, assume or assumepermit to exist any Indebtedness, or otherwise become or remain whether directly or indirectly liable with respect to any Indebtednessindirectly, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness owing under the Class B Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $69,095,709 and the amount of interest thereon compounded and added to the principal thereof, and Indebtedness under the Fee Letter (as defined in the Class B Loan Documents); (c) Indebtedness owing under the Second Lien Note Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $130,000,000 and the amount of interest thereon compounded and added to the principal thereof; provided further that any such replacement Indebtedness shall be subject to an intercreditor agreement in form and substance satisfactory to the Lenders and shall mature after the Stated Maturity Date; (d) Indebtedness existing on the date hereof and set forth in Schedule 9.01; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to Majority Lenders; (e) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the Borrower borrowing of money) incurred in the ordinary course of such Obligor’s or any of its Restricted Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (f) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries with respect in the ordinary course of business; (g) Indebtedness of any Obligor to Capital Lease Obligations, sale-lease back transactions and purchase money any other Obligor; (h) Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not to exceed exceeding $50,000,000 1,000,000 (or the Equivalent Amount in other currencies) at any time; (i) normal course of business equipment financing; provided that any (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness shall be secured only by does not exceed $2,000,000 (or the asset Equivalent Amount in other currencies) at any time; (j) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, adjustment of purchase price or similar obligations (including all accessionsfor the deferred purchase price of property acquired in a Permitted Acquisition), attachmentsor (ii) under guaranties or letters of credit, improvements and surety bonds or performance bonds securing the proceeds thereof) acquired performance of any Obligor or any of its Subsidiaries, in each case, in connection with the incurrence of such Indebtednesstransactions permitted under Section 9.03(e); (ck) Unsecured contingent obligations with respect to performance guaranties and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Obligors and their Subsidiaries; (l) obligations in respect of netting services, overdraft protections and other similar cash management products for deposit accounts; (m) unsecured Indebtedness of any Obligor not otherwise described in this Section 9.01, in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary5,000,000; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor Borrower shall be unsecured and subordinated in right of payment to give the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect Lenders written notice prior to the incurrence of any such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as Indebtedness under this Section 9.01(m) owing to any director or executive officer of the last day Borrower or any of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefromits Affiliates; and (jn) Indebtedness approved in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred advance in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted writing by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingMajority Lenders.

Indebtedness. No (a) The Borrower (i) shall not, and shall not permit any other Specified Loan Party shallto, nor and by its execution hereof the Parent Guarantor agrees that it shall it permit any of its Restricted Subsidiaries tonot, assume, create, incur or suffer to exist any Indebtedness to the Parent Guarantor or any of its Subsidiaries unless such Indebtedness is fully subordinated to the Obligations on terms satisfactory to the Administrative Agent and (ii) shall not permit any Subsidiary Guarantor or Operating Lessee to create, assume, incur or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, except: Indebtedness other than (aA) as permitted in clause (i), (B) the Obligations and any Guarantees thereof, (iiC) trade payables and equipment leases that are normal and customary both as to their terms and as to their amounts, (D) Guaranties of Franchise Agreements or Management Agreements entered into in the ordinary course of business and (E) the “Obligations” (under and as defined in the ABL Revolving Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000;and any Guarantees thereof. (b) Indebtedness of Except as permitted pursuant to Section 10.1(e) hereof, the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligationsshall not, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount shall not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to permit any other Restricted SubsidiarySpecified Loan Party or any of its or their respective Subsidiaries to, and by its execution hereof the Parent Guarantor agrees that it shall not and shall not permit any of its Subsidiaries to, prepay any principal of, or of the Borrower to accrued interest on, any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to Subordinated Debt or otherwise make any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of voluntary or optional payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability principal of, or investment accrued interest on, any Subordinated Debt prior to the originally scheduled maturity date thereof or otherwise redeem or acquire for value any Subordinated Debt. Further, the Borrower shall not, and shall not permit any other Specified Loan Party or any of its or their respective Subsidiaries to, and by its execution hereof the Parent Guarantor agrees that it shall not and shall not permit any of its Subsidiaries to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes;following effects: (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to increases the incurrence rate of interest accruing on such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and Subordinated Debt; (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), increases the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings any scheduled installment of principal or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assumeinterest, or otherwise become shortens the date on which any such installment or remain directly principal or indirectly liable with respect interest becomes due; (iii) shortens the final maturity date of such Subordinated Debt; (iv) increases the principal amount of such Subordinated Debt; (v) amends any financial or other covenant contained in any document or instrument evidencing any Subordinated Debt in a manner which is more onerous to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a the Borrower, such Loan Party or such Subsidiary or which requires the Borrower, such Loan Party or such Subsidiary to a Subsidiary improve its financial performance; (vi) provides for the payment of FitBit International Holdingsadditional fees or the increase in existing fees; and/or (vii) in excess otherwise could reasonably be expected to be adverse to the interests of $18,000,000 at any time outstandingthe Administrative Agent or the Lenders.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries toSuch Borrower will not incur, create, incur assume or assumepermit to exist any indebtedness or liability on account of deposits or advances or any indebtedness for borrowed money or letters of credit issued on such Borrower’s behalf, or otherwise become any other indebtedness or remain directly liability evidenced by notes, bonds, debentures or indirectly liable with respect to any Indebtednesssimilar obligations, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000indebtedness arising hereunder; (b) Indebtedness indebtedness of such Borrower in existence on the date hereof and listed in Schedule 7.2 hereto; (c) indebtedness of such Borrower (i) relating to liens of such Borrower permitted in accordance with Section 7.1, (ii) arising out of guaranties of such Borrower permitted under Section 7.3, (iii) arising for such Borrower as a result of an investment in or its Restricted Subsidiaries loan to such Borrower by another Borrower in accordance with respect Section 7.4, or (iv) in the case of Heska, at all times on or before January 31, 2006, indebtedness to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness Heska Holding AG in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions1,500,000, attachmentsand thereafter, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000;zero. (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiaryunsecured trade debt incurred, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated cash advances received from customers, in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred each case in the ordinary course of business; (e) indebtedness of any Person existing at the time such Person is merged with or into such Borrower, to the extent the Lender consents to such merger in accordance with Section 7.7, and provided that such Debt is not incurred in connection with or pursuant to any appeal obligation, appeal bond or letter in contemplation of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)such merger; (f) Indebtedness extensions, renewals and replacements of the debt referred to in connection with cash management agreementsclause (b) or (c) above; provided that any such extension, netting servicesrenewal or replacement shall be in an amount not greater than, overdraft protections and otherwise in connection with deposit accountson terms no less favorable to such Borrower (other than interest rate increases) than, the amount extended, renewed or replaced; (g) Guarantees Diamond’s incurrence of indebtedness of not less than [***] nor more than [***] secured by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respectFarm Mortgaged Property, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated case on terms acceptable to the ObligationsLender in its reasonable discretion, but in no event on terms less favorable to the Borrowers than the terms of the Term Loan B Note; and upon receipt of proceeds of such indebtedness, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) Lender will release its security interest in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7Farm Mortgaged Property; (h) Swap Agreements entered into Diamond’s incurrence of indebtedness not less than [***] nor more than [***] secured by the Factory Mortgaged Property in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) connection with respect to any interest-bearing liability or investment a refinancing of the Borrower or any Restricted SubsidiaryTerm Loan B Note, or provided that (a) the proceeds of such indebtedness are sufficient to hedge currency exposure or repay, and in fact are used to hedge energy costs or exposurerepay, whichthe Term Loan B Note in its entirety, with the balance of such proceeds (if any) being deposited in any caseDiamond’s Collateral Account for repayment of Revolving Advances, and (b) the terms of such indebtedness are not entered into for speculative purposesacceptable to the Lender in its reasonable discretion, but in no event on terms less favorable to the Borrowers than the terms of the Term Loan B Note. In the case of such a refinancing, the Lender agrees that it will release its security interest in the Factory Mortgaged Property upon receipt of the proceeds of such permitted refinancing; (i) other Indebtedness Debt in an amount not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom$100,000; and (j) Indebtedness in an aggregate outstanding amount capital leases to the extent the entry into such leases does not to exceed at any time $100,000,000 consisting cause a Default or Event of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingDefault hereunder.

Indebtedness. No Loan Party shallNone of the GP, nor shall it permit the Borrower or any of its Restricted Subsidiaries toSubsidiary will, directly or indirectly, create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) Indebtedness created under the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Documents; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness shall not have been transferred to, and shall not otherwise be held by or owing to, any Person other than the Borrower or any Subsidiary, (ii) such Indebtedness shall be evidenced by the Intercompany Note, and, if owing to a Credit Party, shall have been pledged pursuant to the Pledge and Security Agreement, (iii) such Indebtedness owing by a Loan Credit Party to any Restricted a Subsidiary that is not a Guarantor Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (iv) such Indebtedness is permitted as an Investment under Section 6.6(d); (c) Guarantees incurred in compliance with Section 6.6(e); (d) Indebtedness existing on the Closing Date and set forth on Schedule 6.1, but not any extensions, renewals or refinancings of any such Indebtedness; (i) Indebtedness of the Borrower or any Subsidiary (A) incurred to finance the acquisition, construction or improvement of any fixed or capital assets of any Subsidiary, including Capital Lease Obligations, provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, or (B) assumed in connection with the acquisition of any fixed or capital assets by any Subsidiary, and (ii) Refinancing Indebtedness in respect thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $20,000,000 at any such time outstanding; (i) Indebtedness of any Restricted Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is not merged or consolidated with or into a Guarantor owing to Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness of any Loan Party shall be subject Person that is assumed after the Closing Date by any Subsidiary in connection with an acquisition of assets by such Subsidiary in an Acquisition permitted hereunder or, if consummated prior to the limitations set forth Drop Down Date, under the Alon USA Energy Credit Agreement, provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in Section 6.7(d)contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (B) none of the GP, the Borrower or any Subsidiary (other than such Person or any special purpose merger Subsidiary with which such Person is merged or consolidated or the Person that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and (ii) Refinancing Indebtedness in respect of any of the foregoing; provided that the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $20,000,000 at any time outstanding; (eg) Indebtedness which may be deemed to exist pursuant to any Guaranteesin respect of netting services, performanceoverdraft protections and otherwise arising from treasury, statutory depository and cash management services or similar obligations (including in connection with workers’ compensationany automated clearing-house transfers of funds, in each case in the ordinary course of business; (h) or obligations Indebtedness in respect of letters of credit, surety bonds, bank guarantees or and similar instruments related thereto incurred issued for the account of the Borrower or any Subsidiary in the ordinary course of businessbusiness supporting obligations under (i) workers’ compensation, unemployment insurance and other social security laws and (ii) bids, trade contracts (other than trade contracts for the supply or pursuant to any purchase of crude oil or other inventory or for payment of Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal obligationbonds, appeal bond or letter performance bonds and obligations of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)a like nature; (fi) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted any Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7under any Permitted Supply & Offtake Agreement; (hj) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment Indebtedness of the Borrower or any Restricted SubsidiarySubsidiary under any Permitted Revolving/LC Facility, or to hedge currency exposure or to hedge energy costs or exposure, which, in provided that the aggregate principal amount of Indebtedness permitted by this clause (j) shall not exceed $300,000,000 at any case, are not entered into for speculative purposestime outstanding; (ik) Indebtedness of the Borrower or any Subsidiary in the form of purchase price adjustments, earn-outs or other arrangements representing Acquisition Consideration incurred in connection with any Acquisition permitted by Section 6.6; and (l) other Indebtedness not otherwise permitted hereunder so long as for Borrowed Money of the Borrower or any Guarantor Subsidiary incurred (i) prior to the Drop Down Date in reliance on and in compliance with Section 6.1(m) of the Alon USA Energy Credit Agreement or (ii) after the date on which all Indebtedness outstanding under the Alon USA Energy Credit Agreement shall have been repaid or prepaid in full; provided that, in the case of clause (ii) above, (A) at the time such Indebtedness is incurred and after giving pro forma effect to the incurrence of such Indebtednessthereto (including any related transactions), the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii1) no Default or Event of Default has shall have occurred and be continuing and (2) the Leverage Ratio shall not exceed 2.00 to 1.00 and (B) if such Indebtedness is continuing or would result therefrom; and (j) secured, the Liens securing such Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment are permitted by Section 6.7 (collectively, “Deferred Payment Obligations”6.2(m), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.

Indebtedness. No Loan Party shallEach Obligor shall not, nor and shall it not permit any of its Restricted Subsidiaries Subsidiary to, incur, create, incur assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guaranty assume, endorse, or otherwise become or remain responsible for (directly or indirectly liable with respect to indirectly), the Indebtedness, performance, obligations or dividends of any Indebtednessother Person, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Obligors and their Subsidiaries in respect of netting services, overdraft protections, employee credit card programs, corporate credit card payments, automatic clearinghouse arrangements and other similar services in connection with respect to Capital Lease Obligations, sale-lease back transactions cash management and purchase money deposit accounts and Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence honoring of such Indebtednessa bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that the aggregate amount of Indebtedness incurred pursuant this clause (b) under any corporate credit cards shall not exceed EUR 500,000 at any time outstanding; (c) Unsecured unsecured Indebtedness of any Obligor or any Subsidiary of any Obligor to any other Obligor or any other Subsidiary of any Obligor; provided that (i) Indebtedness of any Obligor owing to any Subsidiary that is not an Obligor shall be subject to an Intercompany Subordination Agreement substantially in the form set forth in Exhibit F (or such other form as may be reasonably satisfactory to the Collateral Agent) and (ii) Indebtedness of any Subsidiary that is not an aggregate outstanding principal amount not Obligor owing to exceed at any time $100,000,000Obligor shall be permitted, so long as such Indebtedness is permitted under clause (g) of the definition of “Permitted Investments” and such Indebtedness shall have been pledged as Collateral under the Security Documents; (d) Indebtedness incurred (but not assumed) by any Subsidiary or joint venture that is not an Obligor, in each case, in connection with the construction and operation of any Restricted Subsidiary to its microfactories in the Borrower or to any other Restricted Subsidiary, or ordinary course of the Borrower to any Restricted Subsidiarybusiness; provided that (i) any Indebtedness incurred pursuant to this clause (d) shall not be recourse to any of the Obligors, (ii) no asset of the Issuer or any Subsidiary shall be used to secure such Indebtedness, other than the assets of, and Investments in, such Subsidiary or joint venture that is not an Obligor, (iii) the aggregate amount of all Indebtedness incurred pursuant to this clause (d) shall not exceed EUR 50,000,000 per microfactory (or such additional amount as agreed to in writing by the Collateral Agent and the Required Note Purchasers) at any time outstanding and (iv) at the time of incurrence of such Indebtedness, no Default or Event of Default shall have occurred or be continuing or result therefrom; (i) Indebtedness (other than any Indebtedness incurred pursuant to clause (ii) below) incurred in respect of Capital Leases, synthetic lease obligations, purchase money obligations or otherwise to finance the acquisition, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of Indebtedness permitted by this clause (e)(i) shall not exceed EUR 5,000,000 (or such additional amount as may be agreed to in writing by the Collateral Agent) at any time outstanding, and (ii) to the extent constituting Indebtedness, any grant, subsidy, loans or awards from any Governmental Body to finance the acquisition, construction or improvement of any fixed or capital assets in connection with the construction and operation of any microfactory; provided that the aggregate principal amount of Indebtedness permitted by this clause (e)(ii) shall not exceed 25% of the consolidated total assets of the Issuer and the Guarantor Subsidiaries as of the most recent fiscal quarter ended (or such additional amount as may be agreed to in writing by the Collateral Agent) at any time outstanding; (f) any unsecured Indebtedness to the extent deemed arising under the obligations of the Issuer pursuant to an equity line of credit (or similar product) in an aggregate amount not to exceed EUR 150,000,000; (g) unsecured NDII Shareholder Loans in an aggregate amount not to exceed EUR 29,366,000; provided that such Indebtedness owing by shall be subject to a Loan Party subordination agreement satisfactory to the Collateral Agent and the Note Purchasers at all times; (h) unsecured Convertible Loans in an aggregate amount not to exceed EUR 40,935,000; provided that (i) concurrently with or prior to the consummation of the Business Combination, such Indebtedness shall be converted to the Equity Interests of Topco and (ii) in the event the consummation of the Business Combination does not occur on or prior to the Business Combination Outside Date, all Indebtedness incurred under this clause (h) shall be subject to a subordination agreement satisfactory to the Collateral Agent and the Note Purchasers delivered pursuant to Section 6.12(c)(ii); (i) Indebtedness of any Restricted Person that becomes a Subsidiary of an Obligor after the Closing Date; provided that such Indebtedness (i) exists at the time such person becomes a Subsidiary and is not created in contemplation or in connection with such Person becoming a Subsidiary and (ii) is recourse only to such acquired Subsidiary and its Subsidiaries (and any refinancing of any such Indebtedness); provided that any Indebtedness of a Subsidiary that is not an Obligor incurred under this clause (i) shall not exceed EUR 1,000,000 (or such additional amount as may be agreed to in writing by the Collateral Agent) at any time outstanding; (j) Guarantees in respect of Indebtedness otherwise permitted by this Section 7.6; (k) obligations under any hedging or similar transaction entered into for the purpose of mitigating risk and not for speculative purposes, in each case, in the ordinary course of business; (l) Indebtedness arising from the honoring by a Guarantor shall be unsecured bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business or arising services in the ordinary course of business (and subordinated not in right respect of payment to the payment borrowed money) in full connection with (i) cash management, including lines of the Obligations credit and overdraft facilities, (ii) any the financing of insurance premiums, (iii) take-or-pay obligations contained in supply agreements and (iv) obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods or services; (m) unsecured Indebtedness arising as a result of customary indemnification obligations to purchasers in connection with a Permitted Investment owed to Persons that are not Affiliates of an Obligor; (n) Indebtedness incurred in the ordinary course of business under (A) appeal bonds or similar instruments, (B) surety bonds, payment bonds, performance bonds, bid bonds, real property lease guarantees, completion guarantees and similar obligations, workers’ compensation claims, health, disability or other employee benefits, and bankers acceptances issued for the account of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth Obligor or its Subsidiaries and unsecured guarantees thereof and (C) trade letters of credit, bank guarantees, warehouse receipts or similar instruments (other than obligations in Section 6.7(drespect of Indebtedness for borrowed money); (eo) Indebtedness which may be deemed representing deferred compensation to exist pursuant to any Guaranteesemployees, performance, statutory directors or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto consultants incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (fp) Indebtedness in connection with cash management agreementsto the extent constituting Indebtedness, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if any Indebtedness arising from that certain commercial lease agreement, dated as of January 20, 2021, by and between the Issuer and TRIWO Technopark Aachen Leasing GmbH & Co., or any associated bank guarantee, which Indebtedness that is being guarantied is unsecured and/or subordinated to shall be secured solely by the Obligations, Liens permitted under clause (b) of the Guarantee shall also be unsecured and/or subordinated to the Obligations definition of “Permitted Lien” and (ii) in any Indebtedness arising under that certain customer leasing program between the case of Guarantees Issuer and Santander, S.A., or any associated bank guarantee, which Indebtedness shall be secured solely by a Loan Party the Liens permitted under clause (c) of the obligations definition of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7“Permitted Lien”; (hq) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness under the Bearer Notes not otherwise permitted hereunder so long to exceed EUR 2,000,000 at any time outstanding (or such additional amount as (i) after giving effect agreed to in writing by the incurrence of such IndebtednessCollateral Agent), the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) any unsecured Indebtedness constituting working capital facilities not to exceed EUR 3,000,000 at any time outstanding (or such additional amount as agreed to in writing by the Collateral Agent), and (iii) any other unsecured Indebtedness not to exceed EUR 1,000,000 at any time outstanding (or such additional amount as agreed to in writing by the Collateral Agent); provided that at the time of the incurrence thereof, no Default or Event of Default has shall have occurred and is or be continuing or would result therefrom; and (jr) Indebtedness need not be permitted solely by reference to one of the categories described in clauses (a) through (q) but may be permitted in part under any combination thereof, and if an aggregate outstanding amount not item of Indebtedness (or any part thereof) meets the criteria of more than one of the categories described in clauses (a) through (q) above, the Issuer will be permitted, in its discretion, to exceed at any time $100,000,000 consisting classify such item of purchase price adjustments, earn-outs, deferred compensationIndebtedness on the date of its incurrence, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration later reclassify all or a portion of such item of Indebtedness (as if incurred at such later time) in any manner not prohibited by this Agreement; provided that (i) the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), Obligations under the amount of which Note Documents shall be deemed to be incurred only in reliance on Section 7.6(a) and may not be reclassified to any other basket, (ii) all Indebtedness incurred by any Subsidiary or joint venture that is not an Obligor, in each case, in connection with the amount required construction and operation of its microfactories in the ordinary course of business shall be deemed to be accrued as a liability incurred only in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are reliance on Section 7.6(d) and may not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect be reclassified to any other basket and (iii) all Indebtedness permitted under this in the form of any grant, subsidy, loans or awards from any Governmental Body to finance the acquisition, construction or improvement of any fixed or capital assets in connection with the construction and operation of any microfactory, shall be deemed to be incurred only in reliance on Section 6.1 (7.6(e)(ii) and may not be reclassified to any other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingbasket.

Indebtedness. No Loan Party shallThe Borrowers will not, nor shall it and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except: (a) (i) Indebtedness created hereunder and under the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000other Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01, and any extensions, renewals or replacements of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by that do not increase the asset (including all accessions, attachments, improvements and the proceeds outstanding principal amount thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not of (i) the US Borrower or any US Guarantor owing to exceed at any time $100,000,000other Loan Party or (ii) any EUR Borrower or any EUR Obligor; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that Guarantees by (i) all such US Borrower or any US Guarantor of Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations US Borrower or any other US Guarantor, and (ii) the EUR Borrower or any such EUR Obligor of Indebtedness of the EUR Borrower or any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)other EUR Obligor; (e) Indebtedness which arising under Swap Agreements permitted under Section 6.05; (f) Indebtedness that may be deemed to exist pursuant to obligations under any Guarantees, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto bonds incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit business consistent with past practices; and (g) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, services and overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness accounts in each case that is repaid within 15 days of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1incurrence thereof; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7;and (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment additional Indebtedness of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; Borrowers and their Subsidiaries (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings6.01) in excess of an aggregate principal amount (for the Borrowers and all Subsidiaries) not to exceed $18,000,000 1,000,000 at any one time outstanding.

Indebtedness. No Loan Party shall, nor The Borrower shall it permit any of its Restricted Subsidiaries to, not create, incur or incur, assume, suffer to exist or otherwise be or become or remain directly or indirectly liable with respect to any Indebtedness except the following (collectively, “Permitted Indebtedness, except:”): (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Indebtedness incurred pursuant to any Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Document; (b) unsecured Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness (other than Intercompany Indebtedness) in an aggregate principal amount at any one time outstanding not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness5,000,000; (c) Unsecured Purchase Money Indebtedness (including Capital Lease Obligations); provided that the aggregate principal amount and the capitalized portion of such obligations do not at any one time exceed $7,500,000 in the aggregate at any one time outstanding; (d) unsecured Indebtedness of the Borrower owing to any Affiliate of the Borrower in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all 15,000,000 so long as such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment Loans in full accordance with the terms of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject subordination reasonably acceptable to the limitations set forth in Section 6.7(dAdministrative Agent (“Intercompany Indebtedness”); (e) Permitted Refinancing Indebtedness which may to refinance all or any portion of any Indebtedness permitted under this Section; provided that the amount of any such Permitted Refinancing Indebtedness shall be deemed outstanding as the same type of Indebtedness being refinanced for purposes of determining the capacity of the Borrower to create, incur, assume, suffer to exist pursuant or otherwise be or become liable with respect to any Guarantees, performance, statutory or similar obligations Indebtedness (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in to the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(kextent such capacity is limited hereunder); (f) Indebtedness listed on Schedule 7.4(f); (g) Performance Guarantees supporting the Project; provided that the terms of any such Performance Guarantee shall be generally consistent with past practice of the Borrower and its Affiliates and in no event shall any such Performance Guarantee be secured by Collateral; (h) Indebtedness under any Permitted Commodity Hedge and Power Sales Agreement or other Swap Agreement entered into in accordance with Section 7.12; (i) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business and not in connection with cash management agreementsIndebtedness for Borrowed Money; (j) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Swap Agreements; (k) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;; and (gl) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respecton then current market terms, so long as the proceeds thereof are used to fund Capital Expenditures relating to modifications to the Project to the extent required by Requirements of Law, in each casean aggregate principal amount not to exceed $19,500,000 at any one time outstanding; provided that such Indebtedness has a final maturity date that is not earlier than, and provides for no scheduled payments of principal or mandatory redemption obligations prior to, the date that is one year after the Scheduled Termination Date. To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.4, the Borrower may allocate such Indebtedness otherwise to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one subsection. For the avoidance of doubt, any Indebtedness permitted to be incurred pursuant to by the Borrower, as the case may be, under a specific subsection of this Section 6.1; provided7.4 and any Guarantee in respect of such Indebtedness which is also permitted to be incurred by the Borrower, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in as the case may be, under the same subsection of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than 7.4 shall not count as two separate amounts of Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary for purposes of FitBit International Holdings) calculating compliance with the limitations set forth in excess of $18,000,000 at any time outstandingsuch subsection.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) Subject to clause 5.6(c), the Parties agree that neither of the Grantor nor MineCo shall permit the aggregate outstanding principal amount of all indebtedness in respect of the Project, MineCo or the Grantor or any element thereof taken together at any time outstanding and which is secured by first ranking security over MineCo and/or the Grantor's assets (iincluding in respect of any Senior Facility) to exceed the Obligations and (ii) the “Obligations” under and as defined Senior Lienholders Indebtedness Cap in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000;aggregate. (b) Indebtedness Each of the Borrower or its Restricted Subsidiaries with respect Grantor and MineCo undertakes to Capital Lease Obligationsprocure that: (i) any creditor of indebtedness (including any creditor under a Senior Facility) shall agree that, sale-lease back transactions at all times prior to the occurrence of an event of default that is continuing in relation to such indebtedness, payments of the Royalty and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness other amounts hereunder shall be secured only by performed, paid and otherwise characterised as operating expenses to be fulfilled ahead of any payment of the asset MineCo or the Grantor's liabilities to such creditor; and (ii) subject to any intercreditor agreement to be entered into with any creditors under any Senior Facility, no contract for indebtedness (including all accessions, attachments, improvements any Senior Facility) contains any restriction on the payment of the Royalty and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness;any other amounts hereunder. (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed If at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary the Grantor or MineCo intends to enter into a Senior Facility, it shall notify the Borrower or to any other Restricted Subsidiary, or Royalty Holder and upon request of the Borrower to any Restricted Subsidiary; provided Grantor, the Royalty Holder will and the Grantor will procure that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations creditors in respect of letters of creditany Senior Facility will, surety bonds, bank guarantees or similar instruments related thereto incurred as promptly as reasonably possible in the ordinary course circumstances, enter into an intercreditor agreement with such creditors on the terms set out in the Intercreditor Principles. The Royalty Holder shall act in good faith in negotiating any other terms of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do the intercreditor agreement not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees covered by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingIntercreditor Principles.

Indebtedness. No The Loan Party shallParties will not, nor shall it and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, at any time create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, exceptIndebtedness other than: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000the Loan Documents; (b) Indebtedness of existing on the Borrower or its Restricted Subsidiaries with respect to Capital Lease ObligationsClosing Date and set forth in Schedule 8.1, sale-lease back transactions and purchase money any Refinancing Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence respect of such Indebtedness; (c) Unsecured (i) Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness) to finance all or any part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets and software embedded in such equipment, acquired or held by Borrowers; provided that such Indebtedness is incurred within 30 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness, and (ii) any Refinancing Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000respect of such Indebtedness; (d) [reserved]; (e) [reserved]; (f) Indebtedness comprised of Permitted Intercompany Advances; (g) to the extent constituting Indebtedness, Hosting Obligations; (h) Guarantees of Indebtedness of any Restricted Subsidiary the Loan Parties or their Subsidiaries permitted to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiarybe incurred under this Agreement; provided that (i) all such Indebtedness owing guarantees are not prohibited by a Loan Party to the provisions of Section 8.10; (ii) no such guarantee by any Restricted Subsidiary that is not a Guarantor shall be unsecured permitted unless such Subsidiary shall have also provided a guarantee of the Obligations, and (iii) if the Indebtedness being guaranteed is subordinated in right of payment to the payment in full Obligations, such guarantee shall be subordinated to the guarantee of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject on terms at least as favorable to the limitations set forth Lenders as those contained in Section 6.7(d)the subordination of such Indebtedness; (ei) bridge loans in an aggregate principal amount of up to $20,000,000 at any time outstanding; (j) endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (k) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit business in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (fi) Indebtedness in connection with cash management agreementsoverdraft facilities, employee credit card programs, netting services, overdraft protections automatic clearinghouse arrangements and otherwise other cash management and similar arrangements, and in connection with deposit accounts; (g) Guarantees by securities and commodities arising in connection with the Borrower acquisition or disposition of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary Permitted Investments and not any obligation in connection with respectmargin financing, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in [reserved], (iii) the case endorsement of Guarantees by a instruments for deposit or the financing of insurance premiums, (iv) [reserved], (v) [reserved] and (vi) Indebtedness owed to any Person providing property, casualty, business interruption or liability insurance to any Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are Subsidiaries, so long as such Indebtedness shall not Loan Parties tobe in excess of the amount of the unpaid cost of, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect and shall be incurred only to defer the cost of the annual premium for such insurance; (1) any other unsecured Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a incurred by any Loan Party or to a Subsidiary any of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.their Subsidiaries;

Indebtedness. No Loan Party shallThe Borrower will not, nor shall it and will not permit any of its Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (ii) the aggregate principal amount of Indebtedness permitted by this clause (b) shall not exceed the greater of (A) $200,000,000 and (B) 2.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower or its Restricted Subsidiaries for which financial statements were required to be delivered pursuant to Section 5.01, at any time outstanding and (iii) with respect to Indebtedness incurred by the Borrower pursuant to this clause (b), (x) such Indebtedness shall be of the type described in clauses (a), (b), (c) or (h) of the definition of “Indebtedness” or, if solely in connection with any Capital Lease Obligations, sale-lease back transactions such Indebtedness shall be of the type described in clauses (d) or (e) of the definition of “Indebtedness” (and purchase money for the avoidance of doubt, no Guarantee by the Borrower of Indebtedness in an of any other Person shall be permitted under this clause (b)) and (y) the aggregate principal amount of all such Indebtedness shall not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednesstime outstanding; (c) Unsecured so long as the Indebtedness in an Incurrence Conditions shall be satisfied at the time of incurrence of such Indebtedness, Indebtedness of a Subsidiary of the Borrower incurred pursuant to Permitted Receivables Facilities; provided that the aggregate outstanding principal amount of Attributable Receivables Indebtedness thereunder shall not exceed the greater of (i) $500,000,000 and (ii) 5.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to exceed be delivered pursuant to Section 5.01, at any time $100,000,000outstanding; (d) Indebtedness existing on the date hereof and set forth on Schedule 6.01 and extensions, renewals, refinanced and replacements of any Restricted Subsidiary such Indebtedness, provided that any such extended, renewed, refinanced or replaced Indebtedness shall not increase the principal amount (and, in the case of Indebtedness consisting, in whole or in part, of unused revolving commitments, the applicable amount thereof) except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, any Liens securing such Indebtedness shall not be extended to any additional property of the Borrower or to any other Restricted Subsidiary, or none of the Borrower to or any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor originally obligated with respect to repayment of the original Indebtedness is required to become obligated with respect to such Indebtedness, such Indebtedness shall be unsecured not shorten the average weighted maturity of the original Indebtedness and if the original Indebtedness was subordinated in right of payment to the payment in full Obligations, then the terms and conditions of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary must include subordination terms and conditions that is not a Guarantor owing to any Loan Party shall be subject are at least as favorable to the limitations set forth in Section 6.7(d)Administrative Agent and the Lenders as those that were applicable to the original Indebtedness; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the Indebtedness Incurrence Conditions shall be satisfied at the time of incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as additional Indebtedness of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 Borrower and (ii) no Default or Event of Default has occurred and is continuing or would result therefromits Subsidiaries; and (jf) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting letters of purchase price adjustmentscredit, earn-outsletters of guaranty, deferred compensationbankers’ acceptances, or surety bonds and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities bond obligations; provided that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any such Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party incurred in any transaction or to a Subsidiary series of FitBit International Holdings) related transactions having an aggregate value in excess of $18,000,000 50,000,000 the Indebtedness Incurrence Conditions shall be satisfied at any the time outstandingof incurrence of such Indebtedness.

Indebtedness. No Loan Party shallCreate, nor shall it permit incur, assume or suffer to exist any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, Indebtedness except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness existing on the Closing Date and listed on Schedule 7.1, and any Permitted Refinancing thereof; (d) Indebtedness of the Borrower or and its Restricted Subsidiaries incurred in connection with respect to Capital Lease Obligations, sale-lease back transactions Obligations and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed 5,000,000 at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)outstanding; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory of a Person existing at the time such Person became a Subsidiary or similar obligations (including assets were acquired from such Person in connection with workers’ compensationan Investment permitted pursuant to Section 7.3, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither Holdings nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $10,000,000 at any time outstanding; (f) Guarantee obligations of any NATC Party (other than Holdings, except with respect to Indebtedness permitted pursuant to subsections (l), (m) and (n) of this Section 7.1) with respect to Indebtedness permitted pursuant to subsections (a) through (d), (i), (l), (m) and (n) of this Section 7.1; (g) unsecured intercompany Indebtedness: (i) owed by any NATC Party to another NATC Party (other than Holdings); (ii) owed by any NATC Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in respect a manner reasonably satisfactory to the Administrative Agent); and (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; (h) Indebtedness arising from the honoring by a bank or other financial institution of letters of credita check, surety bonds, bank guarantees draft or other similar instruments related thereto incurred instrument drawn against insufficient funds in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other unsecured Subordinated Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to of the Borrower; provided that, in the case of each incurrence of such unsecured Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (iii) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; and be caused by the incurrence of such unsecured Indebtedness, (jii) the Administrative Agent shall have received satisfactory written evidence that the Consolidated Total Leverage Ratio would not be greater than 5.00 to 1.00 on a Pro Forma Basis after giving effect to the issuance of any such unsecured Indebtedness in an aggregate and (iii) such unsecured Indebtedness will not have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any Class of Loans outstanding amount not to exceed at any the time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature such unsecured Indebtedness is incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of maturity date earlier than the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) date that is owed to a Loan Party or to a Subsidiary of FitBit International Holdingssix (6) months after the latest Maturity Date then in excess of $18,000,000 effect at any the time outstanding.such unsecured Indebtedness is incurred;

Indebtedness. No Loan Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, exceptother than: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of any Credit Party (other than Parent) to any other Credit Party; (c) Indebtedness existing on the Borrower or its Restricted Subsidiaries Tenth Amendment Effective Date and described in Schedule 8.1; (d) Indebtedness with respect to (x) Capital Lease Obligations, sale-lease back transactions Leases and (y) purchase money Indebtedness Indebtedness; provided, in an aggregate principal amount not to exceed $50,000,000 at any time; provided the case of clause (x), that any such Indebtedness shall be secured only by the asset subject to such Capital Lease, and, in the case of clause (including all accessionsy), attachments, improvements and that any such Indebtedness shall be secured only by the proceeds thereof) asset acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an ; provided further that the sum of the aggregate outstanding principal amount of any Indebtedness under this clause (e) shall not to exceed $1,500,000 at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)time; (e) Indebtedness in respect of any Swap Agreement that is entered into in the ordinary course of business to hedge or mitigate risks to which may be deemed any Credit Party or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities (it being acknowledged by the Borrowers that a Swap Agreement entered into for speculative purposes or of a speculative nature is not a Swap Agreement entered into in the ordinary course of business to exist pursuant hedge or mitigate risks); (i) any guaranty of a Credit Party with respect to a lease held by any Guaranteesother Credit Party and (ii) any guarantee by any Credit Party of Indebtedness or other obligations of any other Credit Party so long as such Indebtedness or obligation could have been incurred directly by the Credit Party providing such guarantee in accordance with the terms hereof; (g) Indebtedness incurred by any Credit Party constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health disability or other employee benefits (whether current or former) or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (h) Indebtedness arising from agreements of any Credit Party providing for indemnification, adjustment of purchase price, unsecured Earn Out Obligations or similar obligations, in each case, incurred or assumed in connection with any Permitted Acquisition or disposition of any business or assets of such Credit Party permitted hereunder, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business or assets of a Credit Party for the purpose of financing such acquisition; (i) obligations in respect of self-insurance, performance, statutory or bid, appeal and surety bonds and completion guarantees and similar obligations (including in connection with workers’ compensation) provided by any Credit Party or obligations in respect of letters of credit, surety bonds, bank guarantees guarantee or similar instruments related thereto incurred thereto, in each case, in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence occurred in ordinary course of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as business of the last day of the fiscal quarter most recently ended for which Credit Parties with banks or financial statements are required institutions that arises in connection with ordinary banking arrangements to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 manage cash balances and other cash management services and (ii) no Default Indebtedness in respect of netting services, overdraft protection, credit card programs (to the extent such obligations are not due and owing past the due date specified in any statements with respect thereto), automatic clearinghouse arrangements and similar arrangements in each case in connection with deposit accounts in the ordinary course of business; (k) [reserved]; (l) Indebtedness incurred by any Credit Party owing to any landlord of any restaurant owned or Event of Default has occurred and is continuing or would result therefromoperated by such Credit Party in an aggregate principal amount not to exceed $1,000,000 at any time in connection with any liquor license held by such landlord; and (jm) Indebtedness of any Credit Party or any Subsidiary thereof not otherwise permitted pursuant to this Section 8.1 in an aggregate outstanding principal amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 5,000,000 at any time outstanding.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, createCreate, incur or assume, or otherwise become or remain directly or indirectly liable with respect to assume any Indebtedness, except: (a) (i) Indebtedness of the Obligations Parent Borrower and (ii) any of its Subsidiaries under the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Loan Documents; (b) Indebtedness of the Borrower incurred or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k8.01(h); (fi) Surviving Indebtedness, that, to the extent is individually in excess of $10,000,000, is listed on Schedule 7.03(c), which schedule shall be permitted to be updated by the Parent Borrower on the Acquisition Closing Date and (ii) any Permitted Refinancing of any of the foregoing; (d) Guarantee Obligations of the Parent Borrower and its Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary otherwise permitted hereunder (except that Non-Loan Parties may not, by virtue of this Section 7.03(d), guarantee Indebtedness that such Non-Loan Parties could not otherwise incur under this Section 7.03); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of the Parent Borrower or any Restricted Subsidiary owing to the Parent Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in connection Section 3.02 of the Guaranty; (i) Attributable Indebtedness and other Indebtedness financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Indebtedness is incurred concurrently with cash management agreementsor within two hundred seventy (270) days after the applicable acquisition, netting servicesconstruction, overdraft protections repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks in an aggregate principal amount not to exceed at any one time outstanding the greater of (x) $913,600,000 and otherwise (y) 40% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis and (iii) any Permitted Refinancing of any Indebtedness set forth in connection with deposit accountsthe immediately preceding clauses (i) and (ii); provided that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(f) does not exceed at any one time outstanding the greater of (x) $913,600,000 and (y) 40% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period calculated on a Pro Forma Basis; (g) Guarantees by the Borrower Indebtedness in respect of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that Swap Contracts (i) if entered into to hedge or mitigate risks to which the Indebtedness that is being guarantied is unsecured and/or subordinated to Parent Borrower or any Subsidiary has actual or anticipated exposure (other than those in respect of shares of capital stock or other equity ownership interests of the ObligationsParent Borrower or any Subsidiary), the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Parent Borrower or any Restricted Subsidiary, or Subsidiary and (iii) entered into to hedge currency exposure commodities, currencies, general economic conditions, raw materials prices, revenue streams or business performance; (h) Indebtedness in an amount not to hedge energy costs exceed the Available Amount; (i) Indebtedness representing deferred compensation to employees of the Parent Borrower (or exposureany direct or indirect parent of the Parent Borrower) and its Restricted Subsidiaries incurred in the ordinary course of business; (j) Any Indebtedness to current or former officers, whichdirectors, partners, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent Borrower (or any direct or indirect parent thereof) permitted by Section 7.06(f); (k) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in the Transactions, a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) Indebtedness consisting of obligations of the Parent Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case incurred in the ordinary course; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in each case, are in the ordinary course of business; (o) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, 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; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Parent Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) Indebtedness supported by a Letter of Credit in a principal amount not entered into for speculative purposesto exceed the face amount of such Letter of Credit; (i) other Indebtedness not otherwise permitted hereunder of the Parent Borrower or any Restricted Subsidiary in an unlimited amount, so long as (iA) after giving effect if such Indebtedness is secured by any Liens on the Collateral (other than Liens that are junior to the incurrence of such IndebtednessLiens securing the Obligations), the Borrower’s Consolidated Total First Lien Leverage Ratio, Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the fiscal quarter most recently ended for Test Period is not greater than either (x) 3.66:1.00 or (y) if such Indebtedness is incurred to finance a Permitted Acquisition or any other similar Investment not prohibited hereunder, the First Lien Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom), immediately prior to the consummation of such Permitted Acquisition or other similar Investment and the incurrence of such Indebtedness; provided, that if such Indebtedness is in the form of Qualifying Term Loans, it shall be subject to the MFN Adjustment (if any, and other than to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which financial statements are required such customary bridge facility is to be delivered converted or exchanged would not otherwise be subject to the MFN Adjustments), (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, the Secured Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than either (x) 4.16:1.00 or (y) if such Indebtedness is incurred to finance a Permitted Acquisition or any other similar Investment not prohibited hereunder, the Secured Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) immediately prior to the consummation of such Permitted Acquisition or other similar Investment and the incurrence of such Indebtedness and (C) if such Indebtedness is unsecured or secured by assets that do not constitute Collateral, either the Total Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) as of the last day of the most recently ended Test Period is not greater than either (1) 5.30:1.00 or (2) if such Indebtedness is incurred to finance a Permitted Acquisition or any other similar Investment not prohibited hereunder, the Total Leverage Ratio (calculated on a Pro Forma Basis but excluding the cash proceeds therefrom) immediately prior to the consummation of such Permitted Acquisition or other similar Investment and the incurrence of such Indebtedness (provided that, with respect to all Indebtedness of this clause (r), (1) such Indebtedness shall not mature prior to the date that is ninety one (91) days after the Maturity Date of the Initial Tranche B Term Loans or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Initial Tranche B Term Loans plus ninety one (91) days; provided that the foregoing requirements of this clause (1) shall not apply to any Inside Maturity Debt and any Qualifying Bridge Facility, (2) such Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those applicable to the Initial Tranche B Term Loans; provided that the foregoing requirements of this clause (2) shall not apply to any Inside Maturity Debt and any Qualifying Bridge Facility, (3) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness (as reasonably determined by the Parent Borrower in good faith), (4) such Indebtedness that is secured by a Lien on Collateral shall be subject to an Acceptable Intercreditor Agreement and (5) the maximum aggregate principal amount of Indebtedness that may be incurred pursuant to this Section 5.1, does 7.03(r) by Non-Loan Parties shall not exceed 3.00 to 1.00 the greater of (x) $856,500,000 and (y) 37.5% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time outstanding); and (ii) any Permitted Refinancing of Indebtedness incurred under the foregoing clause (r)(i); (s) Indebtedness incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not to exceed (A) the greater of (x) $1,142,000,000 and (y) 50% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time outstanding plus (B) additional Indebtedness incurred from time to time pursuant to asset based revolving facilities provided by commercial banks or similar financial institutions; provided that (1) such Indebtedness is secured by Liens on the current assets of Restricted Subsidiaries that are not Loan Parties (and not on the Collateral), (2) Loan Parties shall not Guarantee such Indebtedness unless such Guarantee would otherwise be permitted under Section 7.02, and (3) borrowings under such asset based revolving facilities shall be subject to a borrowing base or similar advance rate criteria; (i) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by the Borrowers to the extent that the Borrowers shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14; provided that (A) upon the effectiveness of such Indebtedness, except in connection with a Limited Condition Transaction (in which case no Specified Event of Default shall have occurred and is continuing or would result therefrom), no Default or Event of Default has occurred and is continuing or would shall result therefrom, (B) such Indebtedness shall not mature earlier than the Maturity Date of the Initial Tranche A Term Loans (if such Indebtedness is incurred in lieu of Incremental Term A Loans) or Initial Tranche B Term Loans (if such Indebtedness is incurred in lieu of Incremental Term B Loans), as applicable; andprovided that the foregoing requirements of this clause (B) shall not apply to any Inside Maturity Debt and any Qualifying Bridge Facility, (C) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the Initial Tranche A Term Loans (if such Indebtedness is incurred in lieu of Incremental Term A Loans) or Initial Tranche B Term Loans (if such Indebtedness is incurred in lieu of Incremental Term B Loans), as applicable; provided that the foregoing requirements of this clause (C) shall not apply to any Inside Maturity Debt and any Qualifying Bridge Facility, (D) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (E) the other terms and conditions of such Indebtedness (excluding pricing, optional prepayment or redemption terms) reflect market terms on the date of incurrence or issuance of such Indebtedness (as reasonably determined by the Parent Borrower in good faith) and (F) if such Indebtedness is in the form of a Qualifying Term Loan, it shall be subject to the MFN Adjustment (if any) (other than to the extent such Indebtedness constitutes a Qualifying Bridge Facility), (such Indebtedness incurred pursuant to this clause (t) being referred to as “Incremental Equivalent Debt”) and (ii) any Permitted Refinancing of Indebtedness incurred under the foregoing clause (t)(i); (ju) additional Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (x) $1,713,000,000 and (y) 75% of Consolidated EBITDA of the Parent Borrower for the most recently ended Test Period at any one time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of outstanding and calculated on a similar nature incurred Pro Forma Basis; (v) Indebtedness assumed in connection with any a Permitted Acquisition or other similar Investment not prohibited hereunder and not created in contemplation thereof, so long as, if such Indebtedness is secured, any Liens securing such Indebtedness only secure those obligations that existed on the date such Permitted Acquisition or similar Investment and such Liens do not extend to any other property of the Parent Borrower and its Restricted Subsidiaries; (and, i) Indebtedness (in the case form of deferred compensation representingsenior secured, senior unsecured, senior subordinated, or in substance representing, consideration subordinated notes or a portion loans) incurred by the Borrowers or any of their Restricted Subsidiaries to the extent that 100% of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectivelyNet Cash Proceeds therefrom are, “Deferred Payment Obligations”)immediately after the receipt thereof, applied solely to the amount prepayment of which shall be deemed to be the amount required to be accrued as a liability Term Loans in accordance with GAAP. Notwithstanding Section 2.05(b)(iii); provided that (A) such Indebtedness shall not mature earlier than the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable Maturity Date with respect to the relevant Term Loans being refinanced, provided that the foregoing requirements of this clause (A) shall not apply to any Qualifying Bridge Facility, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness permitted under shall not be shorter than that of then-remaining Term Loans being refinanced, provided that the foregoing requirements of this Section 6.1 clause (other than B) shall not apply to any Qualifying Bridge Facility, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness permitted under Section 6.1(d) that unless such Restricted Subsidiary is owed to a Loan Party or to a Subsidiary Guarantor which shall have previously or substantially concurrently guaranteed the Obligations, (D) the terms and conditions of FitBit International Holdingssuch Indebtedness (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the maturity date of the Term Loans being refinanced) in excess of $18,000,000 at any time outstanding.reflect market

Indebtedness. No Loan Party shallThe Subscriber acknowledges that the Company may incur indebtedness at any time and from time to time, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable through one or more subsidiaries (or series of subsidiaries) to borrow against the Subscriber’s Capital Commitments, finance investments or to warehouse loans, including without limitation, one or more credit facilities to finance its investments. Those facilities may be secured by an assignment by way of security, pledge, charge, mortgage or other security interest, as the case may be, of or in (A) the Undrawn Capital Commitments, the proceeds of Drawdown Purchases and the right to receive capital contributions from the Subscriber and Other Investors, (B) the Company’s right to make drawdowns on those Capital Commitments, deliver Drawdown Notices and receive the proceeds of Drawdown Purchases (including any powers of attorney or other delegation of the right to deliver Drawdown Notices), and/or (C) any deposit or other account into which the proceeds of Drawdown Purchases will be deposited, and all claims, rights and interests that the Company may have relating to or arising from clause (A), clause (B) or this clause (C) (including the right to exercise any remedies of the Company under or related to this Subscription Agreement in respect of any such Drawdown Notice or Drawdown Purchase), which may be granted to a lender or an agent for such a lender pursuant to any loan or security documentation entered into between the Company and any lender (any such facility described in this sentence, a “Subscription Facility”). The Subscriber may, upon request by the Company or the lender (if authorized to make such request under the relevant security documentation), be required to acknowledge the existence of a subscription credit facility, confirm the terms of the Subscriber’s Capital Commitment and the amount of its Unfunded Capital Commitment to the lender, to honor capital calls made by the lender or other credit party, to provide financial information reasonably requested by the lender and to execute other documents as may be reasonably requested in connection with obtaining such a facility. In connection with any such facility, the Subscriber agrees and acknowledges the following, for the benefit of the lenders: (1) it is and shall remain absolutely and unconditionally obligated to make Drawdown Purchases pursuant to Section 3 (including, without limitation, those required as a result of the failure of any Other Investor to advance funds with respect to a Drawdown Notice made pursuant to an agreement with the Other Investor), pro rata among all non-Defaulting Stockholders based on their respective Capital Commitments and not in excess of the Subscriber’s Capital Commitment, without defense, counterclaim or offset (including without limitation any defense of fraud or mistake, or any defense under Section 365 of the U.S. Bankruptcy Code but excluding, for the avoidance of doubt, any defense available under this Subscription Agreement), all of which will, to the fullest extent permitted by law, be waived as against the lenders (provided, however, that the foregoing waiver of defenses shall be of no force or effect if and to the extent that the existence of the waiver would constitute or result in there being a prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)), (2) that all Drawdown Purchases made by the Subscriber in connection with a facility will be made to an account (in which such lenders may have a security interest under relevant security documentation) as directed by the Company or the lenders (if authorized to make such direction under the relevant security documentation), and (3) that any lender or credit party under a Subscription Facility is extending credit to the Company in reliance on such Subscriber’s funding its Capital Commitments as such lender’s primary source of repayment. For the avoidance of doubt, a Drawdown Purchase made by the Subscriber upon the request of a lender shall reduce the Subscriber’s Capital Commitment and be treated in all respects in the same manner as a Drawdown Purchase made upon the request of the Company. Notwithstanding anything in this Agreement to the contrary, the Subscriber acknowledges and agrees: (i) that any limitation with respect to any Indebtednesscapital contribution shall not be applicable with respect to any Drawdown Notice the purpose of which is to repay amounts due under a Subscription Facility, except: (a) (i) regardless of whether the Obligations related Drawdown Notice is issued by the Company or any lender or credit party under the Subscription Facility; and (ii) if such Subscriber is entitled to withdraw from the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist Company pursuant to any Guaranteesprovision of this Agreement, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated prior to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case effectiveness of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantorsuch withdrawal, such Guarantees Subscriber shall be permitted by Section 6.7; (h) Swap Agreements entered into in order obligated to effectively cap, collar fund its pro rata share of Drawdown Purchases necessary to cure any borrowing base default under the terms of any Subscription Facility as a direct or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence indirect result of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingwithdrawal.

Indebtedness. No The Borrower shall not, and it shall not permit any other Loan Party shallto, nor shall it permit any of its Restricted Subsidiaries todirectly or indirectly, create, incur incur, assume, issue or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to to, any Indebtedness, Indebtedness except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of any Loan Party to any other Loan Party; provided, that (i) all such Indebtedness shall be unsecured and evidenced by, and subject to the Borrower terms and conditions of, the Subordinated Intercompany Note, which note shall be subject to a Lien pursuant to the Pledge and Security Agreement and (ii) any payment by any such Loan Party under any Guarantee of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Loan Party to such other Loan Party for whose benefit such payment is made; (c) Indebtedness of any Loan Party in respect of a deposit, surety or its Restricted Subsidiaries other bond or other similar instrument required to be provided to the Gaming Authorities in accordance with respect to Capital Lease Obligationssubdivision 1 of Section 1315 of the Racing, salePari-lease back transactions Mutuel Wagering and purchase money Indebtedness Breeding Law and 9 NYCRR Section 5301.9(a) in an aggregate principal amount not to exceed $50,000,000 at 65,142,588 less any time; provided amounts that any such Indebtedness shall be secured only by the asset (including all accessionshave been reimbursed, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000drawn or returned thereunder; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing incurred by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness connection with permitted acquisitions or dispositions of any Restricted Subsidiary that is not a Guarantor owing to any business or assets of such Loan Party shall be subject to the limitations set forth in Section 6.7(d)Party; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Guarantees in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Loan Parties not to exceed $2,500,000 in the aggregate at any time; (g) Indebtedness in connection with respect of netting services, cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts or securities accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to the extent related to ordinary course business operations; (h) Guarantees by a Loan Party of Indebtedness or other obligations of another Loan Party with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes6.01; (i) other Indebtedness existing on the date of this Agreement and set forth in Schedule 6.01, but not otherwise permitted hereunder so long as any extensions, renewals or replacements of such Indebtedness except (i) after giving renewals and extensions provided for in the agreements evidencing any such Indebtedness as the same are in effect to on the incurrence date of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 this Agreement and (ii) no Default or Event refinancings and extensions of Default has occurred and is continuing or would result therefrom; andany such Indebtedness to the extent that the same constitutes Permitted Refinancing Indebtedness; (j) Capital Lease Obligations and purchase money Indebtedness (including pursuant to the FF&E Agreements) in an a combined aggregate outstanding amount not to exceed at any time outstanding $100,000,000 consisting 40,000,000; provided, that with respect to purchase money Indebtedness, such Indebtedness (i) shall at the time of purchase price adjustmentsincurrence constitute not less than 70% and not more than 100% (plus the aggregate amount of any fees, earn-outscosts and expenses paid to the lender providing such Indebtedness) of the aggregate consideration paid with respect to such assets and (ii) shall (except with respect to refinancings of Indebtedness otherwise permitted pursuant to this clause (j)) be incurred prior to or within 180 days after the acquisition of such assets; (k) Indebtedness related to Hedging Agreements not prohibited by Section 6.17; (l) Subordinated Indebtedness of the Borrower (it being acknowledged that the Completion Guarantor may fund its obligations under the Completion Guaranty in the form of Subordinated Indebtedness); provided that, deferred compensationthe Net Cash Proceeds of such Subordinated Indebtedness (other than Subordinated Indebtedness provided by the Sponsors the proceeds of which are utilized solely for Specified Equity Contributions, or other arrangements representing acquisition consideration or deferred payments required by the Completion Guaranty, payments made in accordance with either Disbursement Agreement, payments of Project Costs or Consolidated Capital Expenditures made in accordance with Section 6.08(c)) shall be applied within one (1) Business Day of the receipt of such proceeds in accordance with Section 2.14(b); (m) Indebtedness in respect of bid, performance or surety bonds, letters of credit in order to provide security for workers’ compensation claims, self-insurance obligations, bonds securing the performance of judgments or a similar nature incurred stay of process in proceedings to enforce a contested liability or in connection with any Permitted Acquisition (andorder or decree in any legal proceeding and bank overdrafts issued for the account of any Loan Party, in each case incurred in the case ordinary course of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price business; provided that any obligations arising in connection with such Permitted Acquisitionbank overdraft Indebtedness is extinguished within five (5) or other Investment permitted by Section 6.7 Business Days; (collectively, “Deferred Payment Obligations”), n) Indebtedness consisting of the financing of insurance premiums so long as the aggregate amount of such Indebtedness is not in excess of the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding unpaid cost of such insurance; (o) other Indebtedness of the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect in an aggregate outstanding principal amount not to exceed at any time outstanding $10,000,000; (p) Indebtedness permitted of the Loan Parties under this Section 6.1 the Revolving Facility Documents in an aggregate outstanding principal amount not to exceed $15,000,000 (as reduced by any permanent reductions to the Revolving Commitments thereunder (other than pursuant to the incurrence of Permitted Refinancing Indebtedness permitted in respect thereof)); (q) to the extent they constitute Indebtedness, indemnities under Section 6.1(dthe Project Documents; and (r) that is owed Indebtedness of the Loan Parties under credit cards or similar arrangements in an amount from time to a Loan Party or time outstanding not to a Subsidiary of FitBit International Holdings) in excess of exceed $18,000,000 at any time outstanding100,000.

Indebtedness. No Loan Party shallCreate, nor shall it permit incur, assume or suffer to exist any of its Restricted Subsidiaries to, create, incur Indebtedness or assume, or otherwise become or remain directly or indirectly liable with respect to any IndebtednessContingent Obligation, except: (a) Indebtedness of the Company or any Restricted Subsidiary in connection with the Letters of Credit (iincluding, for the avoidance of doubt, any Indebtedness of the Company or any Restricted Subsidiary that is backstopped by a Letter of Credit) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit this Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower Company to any Restricted Subsidiary; provided that all such Indebtedness shall be subordinated to the Obligations on the terms and conditions set forth in Exhibit F, and any Restricted Subsidiary to the Company or any other Restricted Subsidiary to the extent the Indebtedness referred to in this paragraph (b) evidences a loan or advance permitted under Section 9.7; (c) Indebtedness in respect of non-speculative derivative contracts; (d) Indebtedness in respect of surety, indemnity, performance, release and appeal bonds, in each case provided in the ordinary course of business, including guarantees or obligations of the Company or any Restricted Subsidiary with respect to letters of credit and bankers acceptances supporting such surety, indemnity, performance, release and appeal bonds (in each case other than for an obligation for money borrowed); (e) Indebtedness of the Company or any Restricted Subsidiary (i) arising from a Sale and Leaseback Transaction permitted under Section 9.16 or (ii) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including capital lease obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and any extension or renewal thereof; provided that (A) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this paragraph (e)(ii) shall not at any time exceed $75,000,000; (f) Indebtedness owed to a seller in a Permitted Acquisition, Permitted Foreign Acquisition or a Permitted Joint Venture or to a buyer in a disposition permitted under paragraph (e) or (f) of Section 9.6 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 one (1) year or less following the creation thereof or (ii) relates to customary indemnities granted to the seller or buyer in the transaction; (g) other Indebtedness of the Company or any Subsidiary Guarantor in respect of one or more series of secured or unsecured notes or term loans that are issued in a public offering, Rule 144A or other private placement, or a bridge financing in lieu of the foregoing that converts into permanent New Term Debt, pursuant to an indenture or a note purchase agreement or otherwise (the “New Term Debt”); provided that (1) after giving effect to the incurrence thereof and the application of the proceeds thereof on a pro forma basis, the Company is in compliance with the Required Ratio, as of the last day of the most recently ended fiscal quarter for which the relevant financial statements have been delivered pursuant to Section 8.1 or Section 8.2 and (2) the following requirements are satisfied: (i) such Indebtedness does not mature prior to the date that is the 91st day following the Scheduled Maturity Date; (ii) such Indebtedness shall not be subject to any scheduled amortization prior to maturity (other than regularly scheduled principal amortization payments); (iii) the agreements and terms governing such Indebtedness do not require mandatory prepayments to be made (other than customary asset sale events, insurance and condemnation proceeds events, change of control offers or events of default, AHYDO catch-up payments, and, if secured, excess cash flow sweeps and regularly scheduled principal amortization payments); (iv) the agreements and instruments governing such Indebtedness shall not contain (A) any financial covenant that is more restrictive than the financial covenant in this Agreement (unless such financial covenant is incorporated herein); (B) any restriction on the ability of the Company or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents in a manner that is more restrictive in any material respect than what is contained in the Notes Documents in effect on the Funding Date; (C) any restrictions on the ability of the Company or any of its Subsidiaries to guarantee the Obligations (as such Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Person also guarantee such Indebtedness shall not be deemed to be a violation of this sub-clause (C); or (D) any restrictions on the ability of the Company or any of its Restricted Subsidiaries to pledge assets as security with respect to Capital Lease the Obligations (as such Obligations may be amended, supplemented, modified, or amended and restated); provided that, in accordance with clause (vi) below, a requirement that any Liens upon fixed assets of the Company or any Subsidiary Guarantor in favor of the Collateral Agent shall be subordinate to any lien upon such fixed assets securing the New Term Debt shall not be deemed to be a violation of this sub-clause (D); (v) to the extent secured by any Lien on the ABL First Priority Collateral, such New Term Debt shall be secured on a junior lien basis to the Facilities and shall be subject to customary intercreditor arrangements and execution of an intercreditor agreement prepared by the Collateral Agent and in a form reasonably satisfactory to the Required Lenders; (vi) to the extent such New Term Debt is secured by Liens on any fixed assets of the Company or any Subsidiary Guarantor that comprise a portion of the Collateral, any Liens in favor of the Collateral Agent upon such fixed assets shall, following the written request of the Company, pursuant to Section 6.15 of the Pledge and Security Agreement, be automatically subordinated to the liens on such fixed assets securing the New Term Debt pursuant to an intercreditor agreement prepared by the Collateral Agent and in a form reasonably satisfactory to the Required Lenders; and (vii) to the extent secured, such New Term Debt shall not be (x) secured by any lien on any asset of the Company or any Subsidiary Guarantor that does not also secure the Facilities, except for any lien on any Real Property owned by the Company or any Subsidiary Guarantor, or (y) guaranteed by any Person other than the Subsidiary Guarantors; (h) Indebtedness of the Company or any of its Restricted Subsidiaries existing on the Execution Date and listed on Schedule 9.2(h) hereto including any extension or renewals or refinancing thereof, provided that, the principal amount thereof is not increased; (i) unsecured Indebtedness of the Company or any Restricted Subsidiary: (i) the principal of which is not required to be repaid, in whole or in part, before the date that is the 91st day following the Scheduled Maturity Date, (ii) that is issued pursuant to credit documents having covenants and events of default that are no less favorable, including with respect to rights of acceleration, taken as a whole, to the Company than the terms hereof or are otherwise reasonably satisfactory in form and substance to the Administrative Agent, and (iii) that if, after giving effect to the incurrence thereof and the application of the proceeds thereof on a pro forma basis, the Company is in compliance with the Required Ratio, as of the last day of the most recently ended fiscal quarter for which the relevant financial statements have been delivered pursuant to Section 8.1 or Section 8.2; (j) the following Contingent Obligations: (i) guarantees of obligations to third parties made in the ordinary course of business in connection with relocation of employees of the Company or any of its Restricted Subsidiaries; (ii) guarantees by the Company and its Restricted Subsidiaries of obligations incurred in the ordinary course of business for an aggregate amount not to exceed $5,000,000 at any time; provided, sale-lease back transactions however, that any such guarantee granted by a Restricted Subsidiary shall only be given in accordance with Section 9.15; (iii) Contingent Obligations existing on the Funding Date and purchase money described in Schedule 9.2(j) including any extensions or renewals thereof; (iv) Contingent Obligations in respect of derivative contracts; (v) Contingent Obligations pursuant to the Credit Documents; (vi) guarantees by (A) the Company of Indebtedness of its Restricted Subsidiaries permitted under Section 9.2(f) and (B) the Company or any Restricted Subsidiary of other obligations of Restricted Subsidiaries not prohibited hereunder; and (vii) guarantees by any Restricted Subsidiary of Indebtedness and other obligations of the Company or any Restricted Subsidiary; provided that the Indebtedness or obligations so guaranteed is either permitted pursuant to this Section 9.2 or not prohibited hereunder; and provided further that any such guarantees shall only be given in accordance with Section 9.15; (k) Indebtedness in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and similar arrangements in the ordinary course of business, in an aggregate principal amount not to exceed $50,000,000 5,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (cl) Unsecured unsecured Indebtedness constituting earn-out obligations, contingent obligations or similar obligations of the Company or any Restricted Subsidiary arising from or relating to any Permitted Acquisition or Permitted Foreign Acquisition; (m) Indebtedness under the Purchase Agreement and Notes Documents in an aggregate outstanding principal amount not to exceed at $232,160,000, plus the principal amount of any time $100,000,000Additional Notes, Permitted Additional Debt, Pari Passu Notes Lien Indebtedness, and Junior Secured Indebtedness, in each case as defined in, and as incurred in accordance with the terms and conditions of, the Notes Documents as in effect on the Funding Date without giving effect to any waiver of such terms and conditions (in each case plus any amounts capitalized on the principal amount thereof with respect to the payment of interest in-kind and plus any additional notes issued with respect to the payment of interest in-kind), so long as all such Indebtedness is subject to the Intercreditor Agreement or such other intercreditor agreement prepared by the Collateral Agent and in a form reasonably satisfactory to the Required Lenders; (dn) Indebtedness in respect of any Restricted Subsidiary (A) the 2018 Secured Senior Notes (as defined in the Indenture), to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided extent that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated funds or Cash Equivalents or securities are on deposit in right of payment to the payment in full trust within three (3) Business Days of the Obligations Funding Date for the purpose of defeasing or satisfying and discharging such 2018 Secured Senior Notes in their entirety and (ii) any such 2018 Secured Senior Notes are fully defeased, satisfied and discharged in their entirety within five (5) Business Days of the Funding Date, and (B) the Prior ABL, provided that such Indebtedness of any Restricted Subsidiary that under the Prior ABL is not a Guarantor owing to any Loan Party shall be subject to paid in full and all commitments thereunder are terminated on the limitations set forth in Section 6.7(d);Funding Date; and (eo) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as by this Section 9.2; provided that the aggregate principal or face amount of all such Indebtedness under this clause (io) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does shall not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding2,500,000.

Indebtedness. No Loan Party shallCreate, nor shall it permit any of its Restricted Subsidiaries toincur, create, incur assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, except: (a) (i) Indebtedness of the Obligations and (ii) Borrower under the “Obligations” under and Loan Documents, including any Term Loans deemed to be incurred by the Borrower as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000PIK Interest pursuant to Section 2.08(d); (b) Indebtedness of the Borrower and its Subsidiaries outstanding on the date hereof (other than Indebtedness outstanding under the Opco Credit Agreement) 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; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02; (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) $115,000,000 and (B) 5.75% of Total Assets as of the end of the Test Period; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties (as defined in the Opco Credit Agreement) in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding the greater of (A) $115,000,000 and (B) 5.75% 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) if incurred by the Borrower or its Restricted Subsidiaries (other than Opco or an Opco Restricted Subsidiary), the Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than the greater of (1) 6.50 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 of the Borrower and its Restricted Subsidiaries immediately prior to the consummation of such Permitted Acquisition and (y) if incurred by Opco or an Opco Restricted Subsidiary, the Total Leverage Ratio of Opco and the Opco Restricted Subsidiaries shall be no greater than the greater of (1) 6.50 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 of Opco and the Opco Restricted Subsidiaries 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 to Capital Lease Obligationsof netting services, sale-lease back transactions overdraft protections and purchase money similar arrangements in each case in connection with cash management and deposit accounts; (n) Indebtedness in an aggregate principal amount not to exceed $50,000,000 at 200,000,000 any timetime 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 any upon the drawing of such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence; (cq) Unsecured Indebtedness obligations in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by the Borrower or any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business or consistent with past practice; (i) Indebtedness so long as (x) if incurred by the Borrower or any of its Restricted Subsidiaries (other than Opco and its Subsidiaries), on a Pro Forma Basis after giving effect to such incurrence, the Total Leverage Ratio of the Borrower and its Restricted Subsidiaries shall be no greater than 6.50 to 1.0, (y) if incurred by Opco or any of the Opco Restricted Subsidiaries, on a Pro Forma Basis after giving effect to such incurrence, the Total Leverage Ratio of Opco and the Opco Restricted Subsidiaries shall be no greater than 6.50 to 1.0, and (z) no Event of Default shall have occurred and be continuing or would result therefrom, and (ii) any Permitted Refinancing of Indebtedness incurred pursuant to clause (i); (s) Indebtedness in respect of any bankers’ acceptance, letter of credit, surety bonds, bank guarantees warehouse receipt or similar instruments related thereto facilities entered into in the ordinary course of business; (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) [reserved.]; (v) Indebtedness incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit business in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, Subsidiary to pay the deferred purchase price of goods or to hedge currency exposure services or to hedge energy costs or exposure, which, progress payments in any case, are not entered into for speculative purposesconnection with such goods and services; (iw) other 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 Refinancing Debt and any Permitted Refinancing thereof; (y) Indebtedness not otherwise permitted hereunder so long as 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 to such Non-U.S. Subsidiary; and (z) the incurrence by Opco or any Opco Restricted Subsidiary of Indebtedness under one or more Credit Agreements together with the incurrence by Opco and any Opco Restricted Subsidiaries of the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time not to exceed (x) $2,500.0 million plus (y) additional Indebtedness of Opco or any Opco Restricted Subsidiary so long as, after giving effect to the incurrence of such Indebtednessincurrence, the Borrower’s Consolidated Total Senior Secured Leverage Ratio, calculated on a Pro Forma Basis Ratio of Opco and the Opco Restricted Subsidiaries shall be no greater than 4.25 to 1.0 as of the last day end of the fiscal quarter most recently Test Period then last ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and less (iiz) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which all mandatory principal payments (with respect to revolving borrowings and letters of credit, only to the extent revolving commitments are correspondingly reduced) actually made by any obligor thereunder in respect of Indebtedness thereunder with net proceeds from any asset sales. 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 the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any an incurrence of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under for purposes of this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding7.03.

Indebtedness. No Loan Party shall, nor The Borrower shall it not permit any of its Restricted Subsidiaries to, Subsidiary that is not a Guarantor to create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, Indebtedness except: (a) (i) Indebtedness existing on the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Closing Date which is set forth on Schedule 7.02; (b) Letters of Credit issued for the account of any Subsidiaries in respect of obligations of such Subsidiary; (c) Guarantees in respect of Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000Subsidiary otherwise permitted hereunder; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)obligations under Swap Contracts; (e) Indebtedness which may be deemed in respect of Capital Lease Obligations, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the requirements set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness under this Section 7.02(e) at any one time outstanding shall not exceed an amount equal to exist pursuant five percent (5%) of Consolidated Net Tangible Assets; (f) Indebtedness of any Subsidiary owing to any Guaranteesthe Borrower or another Subsidiary; (g) Non-Recourse Debt; (h) Indebtedness acquired in an acquisition, performanceexisting at the time of such acquisition and not incurred in contemplation thereof; -66- |US-DOCS\156755432.17|| (i) Cash Management Obligations and other Indebtedness in respect of netting services, statutory or overdraft protections and similar obligations (including arrangements, in each case in connection with workers’ compensationdeposit accounts in the ordinary course of business; (j) or obligations in respect Indebtedness representing deferred compensation to employees of letters of credit, surety bonds, bank guarantees or similar instruments related thereto the Borrower and its Subsidiaries incurred in the ordinary course of business, ; (k) Customary indemnification obligations or pursuant to any appeal obligation, appeal bond or letter of credit customary obligations in respect of judgments purchase price or other similar adjustments, in each case incurred by the Borrower or any Subsidiary in connection with the Disposition of any assets permitted hereby, or any Investment permitted hereby or any purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of the Borrower (including as a result of a merger or consolidation) permitted hereby, but excluding Guarantees of Indebtedness; provided that do (i) such obligations are not constitute an Event then due and payable and (ii) the maximum liability in respect of Default under Section 8.1(kall such obligations incurred in connection with any Disposition shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and its Subsidiaries in connection with such Disposition; (fl) Indebtedness consisting of (A) the financing of insurance premiums or (B) customary take-or-pay obligations contained in connection with cash management supply or service agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case ordinary course of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7business; (hm) Swap Agreements entered into obligations in order to effectively caprespect of performance, collar or exchange interest rates (from floating to fixed ratesbid, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, whichof its Subsidiaries, in any case, are not entered into for speculative purposeseach case in the ordinary course of business; (in) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtednessextensions, the Borrower’s Consolidated Total Leverage Ratiorefinancings, calculated on a Pro Forma Basis as renewals or replacements of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Indebtedness permitted by Section 5.1, does not exceed 3.00 to 1.00 and (ii7.02(a) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (andwhich, in the case of deferred compensation representingany such extensions, refinancing, renewal or in substance representingreplacement, consideration or a portion does not increase the principal amount of the purchase price Indebtedness being extended, refinanced, renewed or replaced, other than amounts equal to any unfunded commitments, accrued but unpaid interest or fees, premiums, costs and expenses incurred in connection with such Permitted Acquisitionextension, refinancing, renewal or replacement; and (o) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the Indebtedness in an aggregate principal amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingoutstanding not to exceed 15% of Consolidated Net Tangible Assets.

Indebtedness. No Loan Party shallExcept as set forth on Section 3.25 of the ------------ Disclosure Schedule, neither Holdings nor shall it permit the Company has any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: Indebtedness (a) (i) the Obligations and (ii) the “Obligations” under and as defined below) in excess of $50,000 in the ABL Credit Agreement; providedaggregate. As used herein, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such "Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness " of any Restricted Subsidiary to the Borrower or to any other Restricted SubsidiaryPerson means, or of the Borrower to any Restricted Subsidiary; provided that without duplication (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and indebtedness for ------------ borrowed money, (ii) any such Indebtedness all obligations issued, undertaken or assumed as the deferred purchase price of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); property or services (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or pursuant payment obligations with respect to any appeal obligationletters of credit, appeal bond surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness similar instruments, including obligations so evidenced incurred in connection with cash management agreementsthe acquisition of property, netting servicesassets or businesses, overdraft protections and otherwise in connection with deposit accounts; (gv) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary all indebtedness created or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower arising under any conditional sale or another Restricted Subsidiary with respectother title retention agreement, or incurred as financing, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the either case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability property or investment assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Borrower seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any Restricted Subsidiary, leasing or to hedge currency exposure or to hedge energy costs or exposure, similar arrangement which, in any caseconnection with GAAP, are not entered into consistently applied for speculative purposes; the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) other Indebtedness not otherwise permitted hereunder so long as through (ivi) after giving effect to above secured by (or for which the incurrence holder of such IndebtednessIndebtedness has an existing right, the Borrower’s Consolidated Total Leverage Ratiocontingent or otherwise, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1secured by) any mortgage, does lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person that owns such assets or property has not exceed 3.00 to 1.00 assumed or become liable for the payment of such indebtedness, and (iiviii) no Default any direct or Event indirect liability, contingent or otherwise, of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable Person with respect to any Indebtedness permitted under this Section 6.1 indebtedness or obligations of others of the kinds referred to in clauses (other than Indebtedness permitted under Section 6.1(di) through (vii) above, if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that is owed to a Loan Party such liability will be paid or to a Subsidiary discharged, or that any agreements relating thereto will be complied with, or that the holders of FitBit International Holdingssuch liability will be protected (in whole or in part) in excess of $18,000,000 at any time outstandingagainst loss with respect thereto.

Indebtedness. No Loan Party shall, nor Borrower and each Obligor shall it permit any of its Restricted Subsidiaries tonot incur, create, incur or assume, or otherwise become or remain directly or indirectly be liable in any manner with respect to, or permit to exist, any Indebtedness, obligations or indebtedness except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness trade obligations and normal accruals in the ordinary course of the Borrower business not past due more than sixty (60) days, or its Restricted Subsidiaries with respect to Capital Lease Obligationswhich Borrower or such Obligor, sale-lease back transactions as applicable, is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and purchase money Indebtedness in an aggregate principal amount not available to exceed $50,000,000 at any time; provided that any Borrower or such Indebtedness shall be secured only by the asset (including all accessionsObligor, attachmentsas applicable, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednessrespect to which adequate reserves have been set aside on its books; (c) Unsecured Indebtedness purchase money indebtedness (including capital leases) to the extent not incurred or secured by Liens (including capital leases) in an aggregate outstanding principal amount not to exceed at violation of any time $100,000,000other provision of this Agreement; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations indebtedness set forth in Section 6.7(d)on Schedule 8.9 hereto; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)Permitted Inter-Company Debt; (f) Indebtedness the indebtedness under or in connection with cash management agreements, netting services, overdraft protections and otherwise any Swap Agreement consented to in connection with deposit accounts;writing by Lender pursuant to Section 8.23; and (g) Guarantees by the Borrower of Indebtedness of Permitted 3rd Party Debt (and US Collateral Agent and Lender agree to enter into a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary Permitted 3rd Party Debt Subordination Agreement with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1respect thereto); provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7;provided that: (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability such indebtedness in Sections 8.9(d) and (e), Borrower or investment Obligors, as applicable, may only make regularly scheduled payments of principal and interest in respect of such indebtedness in accordance with the terms of the Borrower agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date of this Agreement, subject to any Restricted Subsidiarysubordination agreement among Lender, or to hedge currency exposure or to hedge energy costs or exposureBorrower, whichObligors and the holder of any such indebtedness, in any case, are not entered into for speculative purposesas applicable; (i) other Indebtedness than with respect to Swap Agreements, Borrower or Obligors, as applicable, shall not directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof, or (B) redeem, retire, defease, purchase or otherwise permitted hereunder so long as acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; (j) notwithstanding clause (i) after giving effect to above, a Permitted 3rd Party Debt Obligor may (A) amend, modify, alter or change the incurrence terms of its Permitted 3rd Party Debt or any agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire the Permitted 3rd Party Debt, or set aside or otherwise deposit or invest any sums for such Indebtednesspurpose, all in accordance with the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as terms of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 Permitted 3rd Party Debt and (ii) no Default or Event of Default has occurred and is continuing or would result therefromany Permitted 3rd Party Debt Subordination Agreement; and (jk) Indebtedness in an aggregate outstanding amount not Borrower shall furnish to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, Lender all notices or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price demands in connection with such Permitted Acquisition) indebtedness received by or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount on behalf of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings Borrower or any of its Subsidiaries or parent entities that are not Loan Parties toObligor, createas applicable, incur or assumepromptly after the receipt thereof, or otherwise become sent by or remain directly on behalf of Borrower or indirectly liable any Obligor, as applicable, concurrently with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingthe sending thereof, as the case may be.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) the Obligations; (i) the Obligations and (ii) the “Obligations” under and as defined Bridge Loans in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate a principal amount not to exceed $50,000,000 at 350,000,000 and any time; provided that any such (ii) Refinancing Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednessrespect thereto; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Subordination Agreement, and (ii) such Indebtedness is permitted as an Investment under Section 7.06(b) or (d); (d) Indebtedness incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Indebtedness consisting of the deferred purchase price of property acquired in a Permitted Acquisition), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Borrower or any such Indebtedness Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any Restricted business, assets or Subsidiary that is not a Guarantor owing to of the Borrower or any Loan Party shall be subject to the limitations set forth in Section 6.7(d)of its Subsidiaries; (e) Indebtedness which may be deemed to exist pursuant to any Guaranteesguaranties, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto in each case incurred in the ordinary course of business, or pursuant business in an aggregate amount not to exceed at any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)time $100,000,000; (f) Indebtedness in connection with cash management agreements, respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations in the ordinary course of business, including (i) those incurred to secure health, safety and environmental obligations in the ordinary course of business and (ii) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Borrower and its Subsidiaries; (h) guaranties (i) of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness Loan Party otherwise permitted to be incurred pursuant to this Section 6.17.01, (ii) of Indebtedness of a Subsidiary (other than a Loan Party) otherwise permitted to be incurred pursuant to this Section 7.01 to the extent such guaranties are permitted by Section 7.06, or (iii) by a Subsidiary that is not a Loan Party of Indebtedness of another Subsidiary that is not a Loan Party otherwise permitted to be incurred pursuant to this Section 7.01; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee guaranty shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposesObligations; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect with respect to the incurrence of such Capital Leases and purchase money Indebtedness, the Borrower’s Consolidated Total Leverage Ratioin each case of Borrower and its Subsidiaries, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments150,000,000; provided, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; (j) (A)(i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary or Indebtedness attaching to assets that are acquired by Borrower or any of its Subsidiaries, in each case after the Closing Date as the result of a Permitted Acquisition Acquisition, provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in the case of deferred compensation representingeach case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Borrower or in substance representing, consideration or any Subsidiary (other than by any such person that so becomes a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”Subsidiary), and (ii) Indebtedness incurred by the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings Borrower or any of its Subsidiaries to finance a Permitted Acquisition; provided that in each case of (i) and (ii) above at the time of any such incurrence of Indebtedness and after giving pro forma effect thereto and the use of the proceeds thereof the Total Net Leverage Ratio as of the last day of the Fiscal Quarter last ended would not exceed 3.25 :1.00; and (B) and Refinancing Indebtedness incurred to Refinance such Indebtedness; (k) Indebtedness of the Borrower or parent entities any of its Subsidiaries in connection with the discounting or factoring of receivables in an aggregate amount not to exceed at any time $300,000,000; (l) Indebtedness incurred by the Borrower or any of its Subsidiary in connection with credit card programs entered into in accordance with past practice; (m) Indebtedness of the Borrower or any Guarantor so long as at the time of any such incurrence of Indebtedness and after giving pro forma effect thereto and the use of the proceeds thereof the Total Net Leverage Ratio as of the last day of the Fiscal Quarter last ended would not exceed 3:25:1:00, provided that are (i) such Indebtedness shall not mature prior to the date that is ninety-one days following the Maturity Date; (ii) the weighted average maturity of such Indebtedness shall occur after the weighted-average maturity of the Term Loans; (iii) the affirmative and negative covenants and financial covenants set out in the governing documents of such Indebtedness shall not be materially more restrictive, taken as a whole, than the provisions set forth in the Loan Parties toDocuments (as determined in good faith and certified in writing to the Administrative Agent by a Responsible Officer of the Borrower), createand such governing documents shall not provide for any mandatory offers or obligations to repay, incur prepay or assumerepurchase any amount under such Indebtedness prior to the final maturity thereof, other than pursuant to customary asset sale and change of control provisions; and (iv) such Indebtedness is unsecured; (n) Indebtedness of Borrower and its Subsidiaries in an aggregate principal amount not to exceed at any time $50,000,000, provided that the aggregate principal amount of Indebtedness outstanding in reliance on this clause in respect of which the primary obligor or otherwise become or remain directly or indirectly liable with a guarantor is a Subsidiary that is not a Guarantor shall not exceed at any time $25,000,000; (i) Indebtedness existing on the Closing Date set forth on Schedule 7.01 and any Refinancing Indebtedness incurred to Refinance such Indebtedness, (ii) any Refinancing Indebtedness incurred to Refinance such Indebtedness, and (iii) any Indebtedness in respect of Capital Leases of property acquired to any replace property subject to Capital Leases set forth on Schedule 7.01, provided that the amount of such Indebtedness permitted under this Section 6.1 clause (iii) does not exceed the amount of Indebtedness existing on the Closing Date in respect of Capital Leases of the property being replaced; (p) Indebtedness owed to, and obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of, any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance pursuant to reimbursement or indemnification obligations to such person, in each case, in the ordinary course of business; provided that, upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than sixty (60) days following such incurrence; (q) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management treasury services in the ordinary course of business; (r) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (s) Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business; and (t) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary obligations in respect of FitBit International Holdingsother Indebtedness) in excess the ordinary course of $18,000,000 at any time outstandingbusiness.

Indebtedness. No Loan Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect any Subsidiary of Holdings to Capital Lease Obligationsany other Subsidiary of Holdings; provided, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any (i) all such Indebtedness shall be secured only evidenced by the asset Intercompany Note, and, if owed to a Credit Party, shall be subject to a First Priority Lien pursuant to the Security Agreement, (including ii) all accessionssuch Indebtedness shall be unsecured and, attachmentsif owed by a Credit Party, improvements and shall be subordinated in right of payment to the proceeds thereofPayment in Full of the Obligations pursuant to the terms of the Intercompany Note, (iii) acquired any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in connection with a pro rata reduction of the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Indebtedness owed by such Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that Credit Parties for whose benefit such payment is made and (iiv) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in permitted as an Investment under Section 6.7(d6.6(d); (ec) [Reserved]; (d) Indebtedness which may be deemed to exist pursuant to any Guaranteesworkers’ compensation claims, self-insurance obligations, guaranties, performance, statutory surety, statutory, appeal bonds or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business; (e) Indebtedness consisting of (i) any treasury or other cash management services, including deposit accounts, automated clearing house (ACH) origination and other funds transfer, depository (including cash vault and check deposit), zero balance accounts and sweeps, return items processing, controlled disbursement accounts, positive pay, lockboxes and lockbox accounts, account reconciliation and information reporting, payables outsourcing, payroll processing, trade finance services, endorsements of instruments for deposit, investment accounts and securities accounts, and (ii) card services, including credit card (including purchasing card and commercial card), purchase cards (including so-called “procurement cards” or pursuant to any appeal obligation“P-Cards”), appeal bond or letter prepaid cards, including payroll, stored value and gift cards, merchant services processing, and debit card services, in each case incurred in the ordinary course of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)business; (f) Indebtedness guaranties in connection with cash management agreementsthe ordinary course of business of the obligations of suppliers, netting servicescustomers, overdraft protections franchisees and otherwise in connection with deposit accountslicensees of Subsidiaries of Holdings; (g) Guarantees guaranties by the Borrower of Indebtedness of a Restricted Guarantor Subsidiary or Guarantees guaranties by the Borrower or a Restricted Guarantor Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) no Non-Guarantor Subsidiary shall be permitted to guaranty any Indebtedness of a Credit Party that is unsecured and/or subordinated to the Obligations and (ii) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall guaranty must also be unsecured and/or subordinated to the Obligations; (h) Indebtedness existing as of the Closing Date described in Schedule 6.1, and Permitted Refinancing Indebtedness relating thereto; (i) Indebtedness of Subsidiaries of Holdings with respect to Capital Lease Obligations and Purchase Money Obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $5,000,000 and (y) 15% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period; provided that any such Indebtedness (i) is issued and any Liens securing such Indebtedness are created within 180 days after the acquisition, construction, lease or improvement of the asset financed and (ii) shall be secured only by the asset acquired, constructed, leased or improved in connection with the incurrence of such Indebtedness, and any Permitted Refinancing Indebtedness relating thereto; (j) (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary of Holdings or Indebtedness attaching to assets that are acquired by any Operating Credit Party or any of its Subsidiaries, in each case after the Closing Date as the result of any Investment permitted pursuant to Section 6.6 that results in a Person becoming a Subsidiary of Holdings (including any Permitted Acquisition) and (ii) any Permitted Refinancing Indebtedness relating to the Indebtedness specified in subclause (i) of this Section 6.1(j); provided that (A) any outstanding principal amount of Indebtedness permitted under this Section 6.1(j) shall not exceed an aggregate principal amount at any one time outstanding equal to the greater of (x) $15,000,000 and (y) 45% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period, and (B) in the case of Guarantees by Indebtedness referred to in subclause (i) of this Section 6.1(j), (x) such Indebtedness existed at the time such Person became a Loan Party Subsidiary of Holdings or at the obligations of a Restricted Subsidiary that time such assets were acquired and, in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed in any respect by Holdings or any Subsidiary of Holdings (other than by any such Person that so becomes a Guarantor, Subsidiary of Holdings in connection with such Guarantees shall be permitted by Section 6.7Investment); (hk) Swap Indebtedness owing under Hedging Agreements entered into in order to effectively capmanage existing or anticipated interest rate, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are commodity price risks and not entered into for speculative purposes; (l) Indebtedness representing deferred compensation to employees and directors or former employees or directors of Holdings and its Subsidiaries in the ordinary course of business; (m) Indebtedness for overdraft protections in the ordinary course of business; provided, however, that such Indebtedness is promptly extinguished; (n) Indebtedness under letters of credit in an aggregate principal amount outstanding not to exceed the greater of (x) $7,500,000 and (y) 25% of Consolidated EBITDA, on a Pro Forma Basis, for the most recently ended Test Period; (o) Indebtedness consisting of the financing of (i) insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness consisting of promissory notes issued by Holdings to any stockholder of Holdings or any current or former director, officer, employee, member of management, manager or consultant of Holdings, the Borrower or any Subsidiary of Holdings (or their respective immediate family members) to finance the purchase or redemption of Equity Interests permitted by Section 6.4(e); (q) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment or purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Subsidiary of Holdings pursuant to such agreements, in connection with Permitted Acquisitions, other Investments permitted pursuant to Section 6.6 or permitted Dispositions of any business, assets or Subsidiary of Holdings; (r) (A) Indebtedness (the Indebtedness incurred pursuant to this Section 6.1(r), the “Ratio Indebtedness”) of Holdings, the Borrower or any Subsidiary; provided that (1) at the time of the incurrence thereof and on a Pro Forma Basis after giving effect to the use of the proceeds thereof, no Event of Default shall have occurred or be continuing, and (2) the aggregate principal amount of Indebtedness outstanding in reliance on this clause (r) shall not otherwise permitted hereunder exceed the sum of: (i) the Fixed Incremental Amount; plus (ii) additional unlimited amounts so long as (i) after giving effect to the incurrence of such Indebtedness, Ratio Indebtedness and the Borrower’s Consolidated Total Leverage Ratiouse of proceeds thereof, calculated on a Pro Forma Basis as of the last day of the fiscal quarter Test Period most recently ended for which on or prior to such date of incurrence (measured as of the date such Indebtedness is incurred based upon the financial statements most recently delivered on or prior to such date pursuant to Section 5.1(a) or (b)) (but excluding from the computation thereof the proceeds of such Indebtedness), (A) in the case of unsecured Ratio Indebtedness, the Total Leverage Ratio would not exceed 5.75:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith, (B) in the case of Ratio Indebtedness that is Secured Debt secured by Liens that rank (or are intended to rank) junior to the Liens on the Collateral securing the Obligations or secured by Liens on assets not constituting Collateral, the Secured Leverage Ratio would not exceed 5.25:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith and (C) in the case of Ratio Indebtedness that is Senior Secured Debt, the Senior Secured Leverage Ratio would not exceed 4.75:1.00 calculated on a Pro Forma Basis after giving effect to all other transactions consummated in connection therewith; provided that: (1) if such Indebtedness is Senior Secured Debt, such Indebtedness (x) does not mature prior to the Maturity Date of, or have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of, any Loan outstanding at the time such Indebtedness is incurred or issued, (y) shall not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Indebtedness is accompanied by the prepayment of a pro rata portion of the outstanding principal of the Loans hereunder and (z) shall otherwise be subject to the provisions of Section 2.21(a)(ii)(A), (G) and (K) and Section 2.21(c) as if such Ratio Indebtedness was an Incremental Facility; (2) if such Indebtedness is Secured Debt secured by Liens that rank (or are intended to rank) junior to the Liens on the Collateral securing the Obligations or secured by Liens on assets not constituting Collateral, such Indebtedness (x) does not mature prior to the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred or issued and (y) does not require any scheduled amortization, mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to maturity (other than pursuant to customary asset sale, event of loss, excess cash flow (provided that such excess cash flow sweep does not require the application of any excess cash flow that would otherwise be required to be delivered applied to the prepayments of the Loans hereunder pursuant to Section 5.12.10(e)) and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred); (3) if such Indebtedness is unsecured, such Indebtedness does not exceed 3.00 mature prior to 1.00 the date that is 180 days after the latest Maturity Date of any Loan outstanding at the time such Indebtedness is incurred or issued and does not require any scheduled amortization, mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to maturity (ii) no Default or Event other than pursuant to customary asset sale and change of Default has occurred and is continuing or would result therefromcontrol offers); and (j4) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or any Indebtedness described in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisitionclause (2) or other Investment permitted by Section 6.7 (collectively3) above, “Deferred Payment Obligations”), the amount of which such Indebtedness shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities have covenants and defaults that are (x) not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable materially more restrictive with respect to any the obligors thereunder, as reasonably determined by the Borrower in good faith, than the covenants and defaults under the Credit Documents or (y) reflective of market terms and conditions for the type of Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party issued or to a Subsidiary incurred at the time of FitBit International Holdings) issuance or incurrence thereof, as reasonably determined by the Borrower in excess of $18,000,000 at any time outstanding.good faith; and

Indebtedness. No Loan Party shallThe Borrower and each other Obligor will not, nor shall it and will not permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) Obligations of the Obligations and (ii) Obligors under the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Loan Documents; (b) Indebtedness existing on the date hereof and set forth in Section 6.01 of the Borrower Disclosure Letter and any refinancing, refundings, renewals or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds extensions thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Capital Lease Obligations, purchase money Indebtedness in an aggregate outstanding principal amount not and loans incurred to exceed at any time $100,000,000; (d) Indebtedness acquire or improve equipment or other physical plant or real property of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) such Indebtedness does not exceed the purchase price plus expenses of the asset or assets acquired (or the improvement thereon, as applicable) and (ii) any Lien that secures such Indebtedness does not apply to any other property or assets of the Borrower or its Restricted Subsidiaries; provided, further the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $50,000,000 at any time outstanding; (d) Indebtedness of (i) any Restricted Subsidiary to any Obligor or to any other Restricted Subsidiary or (ii) any Obligor to any other Obligor or any other Restricted Subsidiary; provided that (i) if such Indebtedness is owed to an Obligor, it shall be subject to a Lien under the Collateral Documents to the extent required thereby, (ii) all such Indebtedness owing shall be unsecured and, if owed by an Obligor to a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and an Obligor, subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations Obligations, as set forth in the Intercompany Note, and (iii) such Indebtedness is permitted as an Investment under Section 6.7(d)6.06; (e) Indebtedness incurred by the Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, Indebtedness consisting of the deferred purchase price of property or services acquired in an Acquisition permitted hereunder, earnouts and holdbacks), or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions and investments permitted hereunder or permitted dispositions of any business or assets (including stock of a Subsidiary); (f) Indebtedness in respect of (i) any Hedging Transaction entered into for the purpose of hedging risks associated with the operations of the Obligors and their respective Subsidiaries and not for speculative purposes and any (ii) Permitted Bond Hedge Transactions or Permitted Warrant Transactions; (g) Indebtedness of the Obligors and their respective Restricted Subsidiaries which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under clause (j) of Section 8.1(k)9.01; (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (gh) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another any Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01; provided, that (i) if the Indebtedness that is being guarantied guaranteed is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party an Obligor of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes6.06; (i) other Indebtedness of any Person that becomes a Subsidiary (or of any Person not otherwise previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder so long as hereunder) after the date hereof, and refinancing of such Indebtedness in respect thereof; provided that (i) after giving effect to such Indebtedness exists at the incurrence time such Person becomes a Subsidiary (or is so merged or consolidated) and is not created in contemplation of or in connection with such Indebtedness, Person becoming a Subsidiary (or such merger or consolidation) and (ii) either (A) the Borrower’s aggregate principal amount of all such outstanding Indebtedness permitted by this clause (i) shall not exceed at any time outstanding the greater of (x) $50,000,000 and (y) 3.5% of Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis Assets as of the last day of the fiscal quarter most recently ended Test Period and calculated on a Pro Forma Basis or (B) such additional amount of outstanding Indebtedness permitted by clause (i) that is cash collateralized by such Person that becomes a Subsidiary on or prior to the date such Person becomes a Subsidiary; (j) performance guarantees of the Borrower and its Restricted Subsidiaries in the ordinary course of business primarily guaranteeing performance of contractual obligations of the Borrower or its Restricted Subsidiaries to a third party and not for which financial statements are required the purpose of guaranteeing payment of Indebtedness; (i) Indebtedness owing to be delivered pursuant insurance companies to Section 5.1, does not exceed 3.00 to 1.00 and finance insurance premiums or (ii) no Default take or Event pay obligations contained in supply arrangements, in each case under clause (i) or (ii), in the ordinary course of Default has occurred and is continuing or would result therefrom; andbusiness; (jl) Indebtedness under or in connection with (i) any commercial credit card program, (ii) purchasing or “p-card” program or (iii) similar programs, arising in the ordinary course of business; (m) Indebtedness consisting of incentive, non-compete, consulting, deferred compensation or other similar arrangements entered into in the ordinary course of business with an officer or employee of any Obligor or its Subsidiaries; (n) Indebtedness in respect of treasury, cash management and netting services, automatic clearinghouse arrangements, overdraft protections and otherwise in connection with securities accounts and deposit accounts; (o) Indebtedness in respect of letters of credit, bank guarantees or similar instruments issued to support performance obligations and commercial letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business and consistent with past practice; (p) Indebtedness in an aggregate principal amount outstanding at any time not exceeding (1) the greater of (x) $200,000,000 and (y) 15% of Consolidated Total Assets as of the last day of the most recently ended Test Period and calculated on a Pro Forma Basis, plus (2) in the case of Indebtedness incurred solely as one or more series of unsecured notes, notes secured on a junior basis with the Obligations, or subordinated notes (in each case issued in a public offering or a Rule 144A or other private placement or a bridge financing in lieu of the foregoing), loans that are secured on a junior basis with the Obligations or loans that are unsecured, or notes or loans constituting secured or unsecured mezzanine Indebtedness, in an amount equal to (x) the aggregate net proceeds received by the Borrower from the issuance of Equity Interests (other than Disqualified Equity Interests) after the Effective Date, including in connection with a Public Listing, to the extent such proceeds have not been otherwise applied to consummate any transaction, minus (y) the aggregate amount of Restricted Payments (including in the form of dividends, distributions, redemptions or repurchases) paid in cash by the Borrower after the Effective Date; provided that any Indebtedness incurred pursuant to Section 6.01(p)(1)(y) or Section 6.01(p)(2) shall satisfy the Required Debt Terms; (q) Indebtedness in respect of letters of credit or bankers’ acceptances supporting facility leases in an aggregate principal or face amount not exceeding $50,000,000; (r) Refinancing Indebtedness in respect of Sections 6.01(b), 6.01(c), 6.01(h), 6.01(j), 6.01(p) and 6.01(t); (s) Disqualified Equity Interests in an aggregate principal amount not exceeding $5,000,000; (t) Convertible Indebtedness or Subordinated Indebtedness in an aggregate principal amount outstanding at any time not exceeding $250,000,000; (u) Indebtedness incurred by Compass Concierge, Compass Concierge Holdco or any other Excluded Subsidiary pursuant to any Compass Concierge Agreement (which such Indebtedness may be recourse to the Borrower on an unsecured basis, but shall be non-recourse to the Borrower’s Restricted Subsidiaries other than Compass Concierge, Compass Concierge Holdco or any other Excluded Subsidiary) in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $200,000,000 and (y) 15% of Consolidated Total Assets as of the last day of the most recently ended Test Period and calculated on a Pro Forma Basis; (v) Indebtedness of Restricted Subsidiaries of the Borrower that are not Obligors in an aggregate principal amount outstanding at any time not exceeding $25,000,000; (w) Indebtedness incurred by any Mortgage Origination Entity in connection with a Mortgage Origination Business; provided that (i) the aggregate principal amount of all such outstanding Indebtedness permitted by this clause (w) shall not exceed at any time outstanding the greater of (x) $100,000,000 consisting and (y) 7.5% of purchase price adjustments, earn-outs, deferred compensation, Consolidated Total Assets as of the last day of the most recently ended Test Period and (ii) such Indebtedness permitted by this clause (w) shall be incurred either (x) without recourse to the Borrower and its Restricted Subsidiaries other than any Mortgage Origination Entity or (y) subject only to customary limited recourse obligations of the Borrower and its Restricted Subsidiaries (such as customary “bad boy” guarantees or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred obligations) which are reasonably acceptable to the Administrative Agent; (x) Indebtedness in connection with any Permitted Acquisition an aggregate principal amount outstanding not to exceed $125,000,000; and (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion y) Indebtedness of the purchase price Borrower and its Restricted Subsidiaries, so long as immediately after giving effect to the incurrence and the application of the proceeds thereof, the Total Net Leverage Ratio determined on a Pro Forma Basis, as of the last day of the most recently ended Test Period (and without netting the cash proceeds of such Indebtedness in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”determining the Total Net Leverage Ratio), would not exceed 4.50:1.00; provided that any such Indebtedness shall satisfy the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingRequired Debt Terms.

Indebtedness. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, to create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Secured Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of (i) the Borrower or its to Holdings and/or any Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset Subsidiary and/or (including all accessions, attachments, improvements and the proceeds thereofii) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to Holdings, the Borrower or to and/or any other Restricted Subsidiary; provided, or of the Borrower to any Restricted Subsidiary; provided that (iA) all such Indebtedness owing by a Loan Party to in the case of any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor Loan Party owing to the Borrower or any Restricted Subsidiary that is a Loan Party, the related Investment is permitted under Section 6.06, and (B) any Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan Party shall incurred in reliance on this clause (b) must be subject unsecured and expressly subordinated to the limitations Obligations of such Loan Party on terms that are reasonably acceptable to the Administrative Agent (it being understood that the subordination terms set forth in Section 6.7(dthe Intercompany Note are acceptable to the Administrative Agent); (c) [reserved]; (i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with the Transactions, any Disposition permitted hereunder, any acquisition or other Investment permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Capital Stock or any other Investment, and (ii) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any such agreement; (e) Indebtedness which may be deemed to exist of the Borrower and/or any Restricted Subsidiary (i) as a result of or pursuant to any Guarantees, performancetenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations (including incurred in the ordinary course of business or pursuant to self-insurance obligations and not in connection with workers’ compensationdebt for borrowed money and (ii) or obligations in respect of letters of credit, bank guaranties, surety bonds, bank guarantees performance bonds or similar instruments related thereto incurred to support any of the foregoing items; (f) Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of Banking Services and/or otherwise in connection with Cash management and Deposit Accounts; (g) (i) guaranties by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter (ii) Indebtedness incurred in the ordinary course of credit business in respect of judgments that do not constitute an Event obligations of Default under Section 8.1(k)the Borrower and/or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business; (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (gh) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or another Borrower, any Restricted Subsidiary and/or any joint venture with respect, in each case, respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01 or other obligations not prohibited by this Agreement; provided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, the related Investment is permitted under Section 6.06; (i) Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date; (j) Indebtedness of Restricted Subsidiaries that are not Loan Parties; provided, that the aggregate outstanding principal amount of such Indebtedness shall not exceed the greater of $42,500,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (k) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered into in the ordinary course of business; (l) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) if the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business; (m) Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Capital Leases and purchase money Indebtedness in an aggregate outstanding principal amount not to exceed the greater of $42,500,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (n) Indebtedness of any Person that becomes a Restricted Subsidiary and/or Indebtedness assumed in connection with any acquisition or similar Investment; provided, that: (i) such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created or incurred in contemplation of the applicable acquisition or similar Investment, and (ii) after giving effect to such Indebtedness on a Pro Forma Basis, the Borrower is in compliance with Section 6.10(a); (o) Indebtedness issued by the Borrower or any Restricted Subsidiary to any stockholder of any Parent Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, the Borrower or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of any Parent Company permitted by Section 6.04(a); (p) Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (u), (w), (y), (z), (ii) and/or (jj) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that: (i) the principal amount of such Indebtedness does not exceed the principal amount of, and commitments in respect of, the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement and the related refinancing transaction, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided, that (1) any additional Indebtedness referenced in this clause (C) satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is being guarantied permitted) and (2) if such additional Indebtedness is unsecured and/or subordinated to the Obligationssecured, the Guarantee shall also be unsecured and/or subordinated to Lien securing such Indebtedness satisfies the Obligations and applicable requirements of Section 6.02); (ii) in the case of Guarantees by Refinancing Indebtedness with respect to clauses (a), (w) and/or (z) (other than Customary Bridge Loans), such Indebtedness (other than revolving indebtedness) has (A) a final maturity equal to or later than (and, in the case of revolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the Latest Term Loan Party Maturity Date and (B) a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the obligations of a Restricted Subsidiary that is not a Guarantor, outstanding Term Loans at such Guarantees shall be permitted by Section 6.7time; (hiii) Swap Agreements entered the terms of any Replacement Debt with an original principal amount in excess of the Threshold Amount (excluding, to the extent applicable, pricing (including any “MFN” provision), fees, premiums, rate floors, optional prepayment, funding discounts, maturity, amortization schedule, redemption terms or subordination terms and security), are not, taken as a whole (as determined by the Borrower in good faith), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than (A) any covenant or any other provision applicable only to periods after the applicable maturity date of the debt then being refinanced as of such date, (B) any covenant or provision which constitutes a then-current market term for the applicable type of Indebtedness (as determined by the Borrower in good faith), or (C) any covenant or other provision which is conformed (or added) to the Loan Documents for the benefit of the Lenders or, as applicable, the Administrative Agent, pursuant to an amendment to this Agreement effectuated in reliance on Section 9.02(d)(ii)), it being understood and agreed that if any Refinancing Indebtedness that constitutes a revolving facility includes a financial covenant, the requirement set forth in this clause (iii) shall be satisfied if such financial covenant is added to this Agreement for the benefit of the then-existing Revolving Facility but not any then-existing Term Facility); (iv) in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (n)(ii)(C), (u), (w) (solely as it relates to the Fixed Incremental Amount), (y), (z) (solely as it relates to the Fixed Incremental Amount), (ii) and/or (jj) of this Section 6.01, the incurrence thereof shall be without duplication of any amount outstanding in reliance on the relevant clause such that the amount available under the relevant clause shall be reduced by the amount of the applicable Refinancing Indebtedness; (v) except in the case of Refinancing Indebtedness constituting Replacement Debt, (A) (1) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced with unsecured Indebtedness), and (2) either (x) if the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Initial Term Loans, the Liens securing such Indebtedness are subordinated to the Liens on the Collateral securing the Initial Term Loans on terms not materially less favorable (as determined by the Borrower in good faith), taken as a whole, to the Lenders than those (I) applicable to the Liens securing the Indebtedness being refinanced, refunded or replaced, taken as a whole, or (II) set forth in any relevant Intercreditor Agreement or (y) the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.04(b) (other than Section 6.04(b)(i)); it being understood that the proceeds of any such Refinancing Indebtedness may be funded into Escrow pursuant to customary (in order the good faith determination of the Borrower) escrow arrangements, (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to effectively capthe extent otherwise permitted pursuant to Section 6.01 (it being understood that (1) any entity that was a guarantor in respect of the relevant refinanced Indebtedness may be the primary obligor in respect of the refinancing Indebtedness, collar or exchange interest rates and any entity that was the primary obligor in respect of the relevant refinanced Indebtedness may be a guarantor in respect of the refinancing Indebtedness and (from floating to fixed rates, from one floating rate to another floating rate or otherwise2) the obligation of any Person with respect to any interest-bearing liability Escrow arrangement into which the proceeds of such Refinancing Indebtedness are deposited shall not constitute a Guarantee) and (C) if the Indebtedness being refinanced, refunded or investment replaced was expressly contractually subordinated to the Obligations in right of payment, (x) such Indebtedness is contractually subordinated to the Obligations in right of payment, or (y) if not contractually subordinated to the Obligations in right of payment, the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.04(b) (other than Section 6.04(b)(i)); and (vi) in the case of Refinancing Indebtedness constituting Replacement Debt, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Refinancing Indebtedness that is pari passu or junior with respect to the Collateral shall be subject to an Intercreditor Agreement, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any asset that does not constitute Collateral; it being understood that the proceeds of any such Refinancing Indebtedness may be funded into Escrow pursuant to customary (in the good faith determination of the Borrower) escrow arrangements, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Restricted Subsidiary of the Borrower other than one or more Loan Parties (it being understood that the obligation of any Person with respect to any Escrow arrangement into which the proceeds of such Refinancing Indebtedness are deposited shall not constitute a Guarantee) and (D) such Refinancing Indebtedness is incurred under (and pursuant to) documentation other than this Agreement; (q) [reserved]; (r) [reserved]; (s) Indebtedness of the Borrower and/or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in Subsidiary under any case, are Derivative Transaction not entered into for speculative purposes; (it) other Indebtedness not otherwise permitted hereunder so long as of the Borrower and/or any Restricted Subsidiary representing (i) after giving effect deferred compensation to the incurrence current or former directors, officers, employees, members of such Indebtednessmanagement, managers, and consultants of any Parent Company, the Borrower’s Borrower and/or any Restricted Subsidiary in the ordinary course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any Permitted Acquisition or any other Investment permitted hereby; (u) Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed the greater of $42,500,000 and 50% of Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis Adjusted EBITDA as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered Test Period; (v) [reserved]; (w) Indebtedness of the Borrower and/or any Restricted Subsidiary (any Indebtedness incurred pursuant to this Section 5.16.01(w), “Ratio Debt”) so long as: (i) after giving effect thereto, including the application of the proceeds thereof (in each case, without “netting” the cash proceeds of the applicable Indebtedness being incurred), the outstanding principal thereof does not exceed 3.00 an amount equal to 1.00 the sum of (x) the Fixed Incremental Amount, (y) (A) the Incremental Prepayment Amount minus (B) the amount of any Incremental Facility and/or Incremental Equivalent Debt incurred or implemented in reliance on clause (d) of the definition of “Incremental Cap” and (iiz) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustmentsadditional unlimited amount, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (andso long as, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 this clause (collectively, “Deferred Payment Obligations”z), on a Pro Forma Basis: (A) if such Ratio Debt constitutes First Lien Debt, the First Lien Net Leverage Ratio does not exceed 3.60:1.00; (B) if such Ratio Debt constitutes Junior Lien Debt, the Secured Net Leverage Ratio does not exceed 4.10:1.00; or (C) if such Ratio Debt is not secured by the Collateral or is unsecured, the Total Net Leverage Ratio does not exceed 4.35:1.00; (ii) the aggregate outstanding principal amount of which shall be deemed to be the amount required to be accrued as a liability Ratio Debt incurred in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its reliance on this Section 6.01(w) by Restricted Subsidiaries or parent entities that are not Loan Parties toshall not, createat any time, incur exceed an amount equal to the greater of $42,500,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; and (iii) if such Ratio Debt is issued or assume, or otherwise become or remain directly or indirectly liable with respect to incurred by any Loan Party and consists of third party Indebtedness permitted under this Section 6.1 for borrowed money (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.among the Borrower and it

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries toContract, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, exceptexcept for: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000the Loan Documents; (b) Indebtedness of incurred pursuant to the Borrower First Lien Credit Agreement or its Restricted Subsidiaries any refinancing thereof in accordance with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any timethe Intercreditor Agreement; provided that any such the principal amount of Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired incurred in connection with any such refinancing shall not exceed the incurrence of such Indebtednessamount permitted by the Intercreditor Agreement; (c) Unsecured Indebtedness in incurred prior to the Closing Date or with respect to which an aggregate outstanding principal amount not to exceed at any time $100,000,000option exists (including existing Capitalized Leases) as set forth on Schedule 6.03; (d) intercompany Indebtedness of any Restricted Subsidiary between the Borrower and the Guarantors, which Indebtedness shall be pledged to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment Collateral Agent pursuant to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject Second Lien Pledge Agreement, to the limitations set forth in Section 6.7(d)extent required pursuant to the terms thereof; (e) Indebtedness which may be deemed of the Borrower or any Guarantor owed to exist pursuant to any Guarantees, performance, statutory one or similar obligations (including more Persons in connection with workers’ compensationthe financing of certain insurance premiums; (f) Indebtedness owed to any First Lien Lender (or any of its banking Affiliates) or obligations any other Person in respect of letters fuel ▇▇▇▇▇▇ and other derivatives contracts, in each case to the extent that such agreement or contract is entered into for bona fide hedging purposes and, in the case of creditsuch other derivatives contracts, surety bondsin the ordinary course of business; (g) Indebtedness owed to any First Lien Lender or any of its banking Affiliates or any other Person in respect of (i) foreign exchange contracts, bank guarantees currency swap agreements, currency future or option contracts and other similar instruments agreements designed to hedge against fluctuations in foreign exchange rates and currency values and (ii) interest rate swap, cap or collar agreements, interest rate future or option contracts and other similar agreements designed to hedge against fluctuations in interest rates, in each case to the extent that such agreement or contract is entered into in the ordinary course of business for bona fide hedging purposes; (h) Indebtedness owed to any First Lien Lender or any of its banking Affiliates or any other Person in respect of any overdrafts and related thereto liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (i) Indebtedness of any of the Borrower and the Guarantors consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business and consistent with past practices of the Borrower and the Guarantors; (j) Indebtedness of any of the Borrower and the Guarantors arising in the ordinary course of business of the relevant party and owing to Citibank, N.A., its banking Affiliates and other financial institutions providing netting services permitted to be incurred and outstanding pursuant to this Agreement so long as such Indebtedness does not remain outstanding for more than three (3) Business Days from the date of its incurrence; (k) Indebtedness of any of the Borrower and the Guarantors to credit card processors in connection with credit card processing services incurred in the ordinary course of businessbusiness of the Borrower and the Guarantors; (i) Indebtedness incurred to finance the acquisition of aircraft, engines, spare parts or other operating assets; provided that no such Indebtedness may be incurred more than twelve (12) months after such acquisition if, after giving effect to such Indebtedness, an Event of Default shall have occurred and be continuing under Section 6.06; and (ii) other Indebtedness secured by aircraft, engines, spare parts or other operating assets that are not subject to Liens described in Section 6.01(c) (including without limitation as a result of any release of such Liens pursuant to Section 6.06(c)); (m) Indebtedness of the Borrower and the Guarantor in an aggregate amount not to exceed $1,150,000,000, provided that such Indebtedness shall have a final maturity six months after the Maturity Date and shall be on terms reasonably satisfactory to the Administrative Agent; (n) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers and employees or their spouses or estates to purchase or redeem capital stock of the Borrower issued to such director, consultant, manager, officer or employee in an aggregate amount not to exceed $1,150,000 annually; (o) Indebtedness to the extent permitted by an Investment permitted by Section 6.09(j); (p) Indebtedness of a person or acquired assets that is the subject of a Permitted Acquisition which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof; (q) intercompany Indebtedness owed by the Borrower and any Guarantor to another Subsidiary, which is not a Guarantor, in an amount not to exceed $57,500,000 in the aggregate at any one time outstanding; (r) any Indebtedness extending, renewing, replacing or refinancing (collectively, “Refinancing”) all or any portion of any Indebtedness permitted under paragraph (c), (l), (m), (p), (x), (y) or (z), provided that (1) any such Refinancing of Indebtedness permitted under clause (m) which is subordinated to the Obligations shall remain subordinated on substantially the same basis, and (2) the weighted average life to maturity of such Indebtedness, in the case of clause (m), shall not be shortened, provided further that any such Refinancing of Indebtedness permitted under clause (c) or (l)(i) may exceed the amount being Refinanced so long as the Lien securing such Refinancing does not extend to any property or asset of the Borrower or any Guarantor which was not subject to the Lien securing the Indebtedness being Refinanced; (s) other unsecured Indebtedness incurred subsequent to the Closing Date; (t) Indebtedness in respect of Redeemable Stock; (u) Indebtedness in respect of deferred rent; (v) Indebtedness in respect of deferred taxes; (w) Indebtedness permitted to be secured pursuant to Section 6.01(p); (x) Indebtedness under the ALPA Notes and the CVG Notes; (y) Indebtedness secured by purchase money security interests and Capitalized Leases (including in the form of sale-leaseback, synthetic lease or similar transactions) to the extent such Indebtedness was incurred in connection with ARB Indebtedness; provided, that the amount of such Indebtedness does not exceed 100% of the purchase price or construction cost (including any capitalized interest and issuance fees and expenses) of the subject asset; (z) Indebtedness relating to any Restructuring Aircraft created by or pursuant to any appeal obligationPost-Petition Aircraft Agreement; (aa) Indebtedness consisting of indemnification obligations owed by Comair to Bombardier Inc., appeal bond or letter of credit a Canadian national corporation, relating to certain CRJ leases, in an amount not to exceed $9,000,000 in the aggregate; (bb) in the event that the transactions underlying the Jet Fuel Inventory Supply Agreement are re-characterized as Indebtedness owed by the Borrower, such Indebtedness; (cc) reimbursement obligations in respect of judgments standby or documentary letters of credit or bankers acceptances that do not constitute an Event of Default under are secured by Liens permitted pursuant to Section 8.1(k6.01(p); (fdd) surety and appeal bonds secured by Liens permitted pursuant to Section 6.01(dd); and (ee) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of not to exceed $28,750,000 at any one time outstanding for Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be any Guarantor incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated subsequent to the Obligations, the Guarantee shall also Closing Date that will be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such secured Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.

Indebtedness. No Loan Party shallWithout duplication, nor shall it permit any of its Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: Person at any date of determination (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount all indebtedness of such Indebtedness under this clause (ii) does not exceed $287,500,000; Person for borrowed money including without limitation any repurchase obligation or liability of such Person with respect to securities, accounts or notes receivable sold by such Person, (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence obligations of such Indebtedness; Person for the deferred purchase price of property or services (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto than current trade liabilities incurred in the ordinary course of businessbusiness and payable in accordance with customary practices), to the extent such obligations constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of such Person which is evidenced by a note, bond, debenture or pursuant to similar instrument, (d) all Capital Lease Obligations, (e) all Guarantee Obligations of such Person in respect of Indebtedness of another Person (excluding in any appeal obligationcalculation of consolidated Indebtedness of the Consolidated Group, appeal bond or Guarantee Obligations of one member of the Consolidated Group in respect of primary obligations of any other member of the Consolidated Group), (f) the face amount of all letters of credit issued for the account of such Person and, without duplication, all unreimbursed amounts drawn thereunder, but excluding the underlying obligation for which the letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreementsis being provided, netting services, overdraft protections and otherwise in connection with deposit accounts; if duplicative; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the all currently payable obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) Person with respect to any interest-bearing liability or investment Hedge Obligations. The Indebtedness of any Person shall include the Borrower or Indebtedness of any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, other entity (including any partnership in any case, are not entered into for speculative purposes; (iwhich such Person is a general partner) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence extent such Person is liable therefore as a result of such IndebtednessPerson’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor (excluding Non-Recourse Exclusions). Indebtedness shall be calculated on a consolidated basis in accordance with GAAP (unless otherwise indicated herein), and including (without duplication) the Consolidated Group Pro Rata Share of Indebtedness for the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as Unconsolidated Affiliates. Indebtedness for purposes of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does determining compliance with Article 9 shall not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to include any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed pursuant to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding§8.1(vii).

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (di) Indebtedness of any Restricted Subsidiary Guarantor to the Borrower or to any other Restricted SubsidiarySubsidiary Guarantor, or of the Borrower to any Restricted SubsidiarySubsidiary Guarantor; provided that (iii) all such Indebtedness owing shall be evidenced by intercompany promissory notes and all such notes shall be subject to a Loan Party First Priority Lien pursuant to any Restricted Subsidiary that is not a Guarantor the Pledge and Security Agreement, (iii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full Obligations pursuant to the terms of the Obligations applicable promissory notes or an intercompany subordination agreement that in any such case is reasonably satisfactory to the Administrative Agent and (iiiv) any Indebtedness owed by a Foreign Subsidiary to a Loan Party; provided that (v) all such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant the limitations set forth Pledge and Security Agreement and (vi) the aggregate outstanding principal amount of Indebtedness of, and the aggregate amount of Investments in, Foreign Subsidiaries pursuant to this Section 6.01(b)(iv), Section 6.01(j), Section 6.01(q) and Section 6.07(g) shall not exceed $60,000,000 at any time outstanding; (c) the Senior Subordinated Notes; (d) Indebtedness incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, contingent earnout obligations incurred in Section 6.7(d)connection with Asset Sales or other sales or purchases of assets, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of the Borrower or any of its Subsidiaries; (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, guaranties or performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, respect of Banking Services Obligations and other netting services, overdraft protections and otherwise in connection with deposit accountsDeposit Accounts; (g) Guarantees guaranties of the obligations of suppliers, customers, franchisees and licensees by the Borrower and its Subsidiaries in the ordinary course of business and consistent with past practice; (h) guaranties by the Borrower of Indebtedness or other obligations of a Restricted Subsidiary Guarantor or Guarantees guaranties by a Restricted Subsidiary of the Borrower of Indebtedness or other obligations of the Borrower or another Restricted a Subsidiary Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01 or obligations not prohibited by this Agreement; providedprovided that (x) no Guarantee by Holdings or any Subsidiary of any Indebtedness permitted pursuant to Section 6.01(w), the Senior Subordinated Notes, any Junior Financing, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any Permitted Refinancing of any of the foregoing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (y) if the Indebtedness being Guaranteed is Junior Financing, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Junior Financing; (i) Indebtedness described in Schedule 6.01(i); (j) the Borrower’s Foreign Subsidiaries may become and remain liable with respect to Indebtedness; provided that the aggregate outstanding principal amount of Indebtedness of, and the aggregate amount of Investments in, Foreign Subsidiaries pursuant to Section 6.01(b)(iv), this Section 6.01(j), Section 6.01(q) and Section 6.07(g) shall not exceed $60,000,000 at any time outstanding; (k) Indebtedness of the Borrower and its Subsidiaries with respect to the ▇▇▇▇▇▇▇ Distribution Center Permanent Financing; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (m) Indebtedness with respect to Capital Leases and purchase money Indebtedness, in each case incurred within 180 days of the acquisition or completion of construction or installation of the assets acquired in connection with the incurrence of such Indebtedness in an aggregate amount not to exceed $50,000,000 at any time outstanding (including any Indebtedness acquired in connection with a Permitted Acquisition); provided any such Indebtedness (i) shall be secured only to the asset acquired in connection with the incurrence of such Indebtedness and (ii) shall constitute not less than 50% of the aggregate consideration paid with respect to such asset; (n) Indebtedness of a Person that becomes a Subsidiary or Indebtedness assumed in connection with a Permitted Acquisition after the Closing Date; provided that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) the aggregate amount of such Indebtedness shall not exceed $50,000,000 at any time outstanding; (o) Indebtedness of Holdings owed to stockholders to repurchase stock or options from such stockholders; provided that (i) such Indebtedness shall be subordinated in right of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent and the Arrangers, (ii) matures after the Maturity Date, (iii) requires no scheduled payment of principal or cash interest payments prior to its maturity and (iv) the aggregate amount of such Indebtedness shall not exceed $20,000,000 in any Fiscal Year and $50,000,000 in the aggregate from the Closing Date to the date of determination; (p) the Borrower and its Subsidiaries may become and remain liable for any Indebtedness replacing or refinancing any Indebtedness permitted under clauses (c), (i), (k), (m), (n), and (v) of this Section 6.01; provided that (i) the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced or replaced, (ii) such Indebtedness has a final maturity on or later than the final maturity of the Indebtedness being refinanced or replaced and a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Indebtedness being refinanced or replaced, (iii) the covenants, defaults and prepayment provisions, taken as a whole, are not more burdensome or restrictive on the Borrower and its Subsidiaries than those applicable to the Indebtedness being refinanced or replaced, (iv) such Indebtedness is secured only by Liens permitted under Section 6.02 for the Indebtedness being refinanced or replaced, (v) such Indebtedness is incurred by the Borrower or the Subsidiary that is the obligor on the Indebtedness being refinanced or replaced, (vi) if the Indebtedness that being refinanced or replaced is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or such Indebtedness is subordinated to the Obligations on terms not less favorable to the Lenders than those applicable to the Indebtedness being refinanced or replaced and (iivii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment Indebtedness of the Borrower or a Subsidiary shall not refinance Indebtedness of an Unrestricted Subsidiary; (q) Foreign Subsidiaries may become and remain liable with respect to Indebtedness in respect of other commercial letters of credit obtained in the ordinary course of business; provided that the aggregate outstanding principal amount of Indebtedness of, and the aggregate amount of Investments in, Foreign Subsidiaries pursuant to Section 6.01(b)(iv), Section 6.01(j), this Section 6.01(q) and Section 6.07(g) shall not exceed $60,000,000 at any Restricted Subsidiary, or time outstanding; (r) guaranties by the Borrower of Indebtedness of a Foreign Subsidiary that is permitted to hedge currency exposure or be incurred pursuant to hedge energy costs or exposure, which, in Section 6.01(j); (s) Indebtedness under any case, are not Hedge Agreements entered into for the purpose of hedging risks associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes; (it) other Indebtedness not contingent obligations in respect of corporate leases assigned, sold or otherwise permitted hereunder so long as transferred (i) set forth on Schedule 6.01(t) or (ii) incurred or created after the date hereof in connection with the sale of retail stores; provided that in the case of clause (ii) above all such contingent obligations shall be unsecured and shall not permit a cross-default to this Agreement; (u) Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed $60,000,000 at any time outstanding; (v) Indebtedness if the Interest Coverage Ratio is at least 2.00 to 1.00, determined on a Pro Forma basis after giving effect to the incurrence of such Indebtedness; (w) Indebtedness incurred pursuant to the Senior Secured Asset-Based Revolving Credit Facility by the Borrower or any Subsidiary; provided that immediately after giving effect to any such incurrence, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as aggregate principal amount of all Indebtedness incurred under this clause (w) then outstanding does not exceed the last day greater of (A) $450,000,000 and (B) the fiscal quarter most recently ended for which financial statements are required to be delivered Borrowing Base at such time; (x) Indebtedness incurred in connection with Sale-Leaseback Transactions permitted pursuant to Section 5.16.11; and (y) without duplications of any other Indebtedness, does not exceed 3.00 non-cash accruals of interest, accretion or amortization of original issue discount and payment-in-kind interest with respect to 1.00 Indebtedness hereunder. (i) Permitted Unsecured Refinancing Debt of a Loan Party and (ii) no Default or Event of Default has occurred and is continuing or would result therefromany Permitted Refinancing thereof; and (ji) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (andFirst Priority Refinancing Debt and Permitted Second Priority Refinancing Debt, in the each case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdingsand (ii) in excess of $18,000,000 at any time outstandingPermitted Refinancing thereof.

Indebtedness. No Loan Party shallBorrower shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to to, any Indebtedness, except: (a) (i) Borrower and its Restricted Subsidiaries may become and remain liable with respect to the Obligations and Obligations; (ii) the “Obligations” under Borrower and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries may become and remain liable with respect to obligations under Capital Lease Obligations, sale-lease back transactions Leases and purchase money Indebtedness in an a combined aggregate principal amount not to exceed $50,000,000 at any time; provided that time $25,000,000 (including any such Indebtedness acquired in connection with a Permitted Acquisition); provided, that with respect to purchase money Indebtedness, such Indebtedness (a) shall be secured only by to the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such IndebtednessIndebtedness or other assets financed in accordance with this subsection 7.1(ii) by the same Person or an Affiliate of such Person, (b) shall constitute not less than 80% and not more than 100% of the aggregate consideration paid with respect to such asset and (iii) shall be incurred prior to or within 180 days after the acquisition of such asset; (ciii) Unsecured Borrower may become and remain liable with respect to Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of its wholly-owned domestic Restricted Subsidiaries, and any wholly-owned domestic Restricted Subsidiary of Borrower may become and remain liable with respect to the Indebtedness to Borrower or to any other wholly-owned domestic Restricted Subsidiary, or Subsidiary of the Borrower to any Restricted SubsidiaryBorrower; provided that (ia) all such intercompany Indebtedness owing shall be evidenced by a Loan Party promissory notes, (b) all such intercompany Indebtedness owed by Borrower to any of its domestic Restricted Subsidiary that is not a Guarantor Subsidiaries shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement, and (c) any payment by any domestic Restricted Subsidiary of Borrower under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any intercompany Indebtedness owed by such domestic Restricted Subsidiary to Borrower or to any of its domestic Restricted Subsidiaries for whose benefit such payment is made; (iv) Borrower and its Restricted Subsidiaries, as applicable, may remain liable with respect to Indebtedness described in Schedule 7.1 annexed hereto; (v) Borrower and its wholly-owned Restricted Subsidiaries may incur and remain liable with respect to Indebtedness loaned from the proceeds of industrial revenue bonds provided that Borrower or one of its wholly-owned Restricted Subsidiaries is the owner of such bonds; (vi) Intentionally Omitted; (vii) Borrower and its Restricted Subsidiaries may remain liable with respect to Indebtedness evidenced by the 78.875% Subordinated Notes in an aggregate principal amount not to exceed $357,300,000350,000,000 and any Indebtedness of Borrower and its Restricted Subsidiaries representing refinancing, replacement or refunding of the 78.875% Subordinated Notes provided that (a) such Indebtedness (the “Refinancing Indebtedness”) is an original aggregate principal amount not greater than the aggregate principal amount of the 78.875% Subordinated Notes on the RestatementFourth Amendment Effective Date, plus unpaid interest on the 78.875% Subordinated Notes plus the amount of any premiums and tender costs required to be paid thereon and fees and expenses associated therewith, (b) such Refinancing Indebtedness has a later or equal scheduled maturity and does not provide for amortization of principal prior to the scheduled maturity date, (c) such Refinancing Indebtedness is subordinated to the Loans on terms no less favorable to the Lenders than the terms of the 78.875% Subordinated Notes, (d) the covenants, events of default and any Contingent Obligations in respect thereof shall be no less favorable to the Lenders than those contained in the 78.875% Subordinated Notes, (e) at the time of, and after giving effect to, such refinancing, replacement or refunding, (i) no Potential Event of Default or Event of Default shall have occurred and be continuing and (ii) any the Consolidated Total Leverage Ratio as of the date of such Indebtedness refinancing calculated using (x) Consolidated Net Total Debt as of any Restricted Subsidiary that is not a Guarantor owing such date (after giving effect to any Loan Party such refinancing) and (y) Consolidated EBITDA as of the end of the most recent Fiscal Quarter for which financial statements have been delivered shall be subject no greater than the Consolidated Total Leverage Ratio calculated in the same manner immediately before giving effect to the limitations set forth in Section 6.7(d)such refinancing, and (f) such Refinancing Indebtedness shall contain such other terms and conditions as are satisfactory to Administrative Agent; (eviii) Indebtedness which Borrower and its Restricted Subsidiaries may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections become and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) remain liable with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) unsecured Subordinated Indebtedness; provided that after giving effect to the incurrence of such IndebtednessSubordinated Indebtedness and the application of the proceeds thereof in accordance with subsection 2.4B(iii)(c), the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis Borrower is in pro forma compliance with subsection 7.6 as of the last day end of the fiscal quarter most recently ended recent Fiscal Quarter for which financial statements are required to be have been delivered pursuant to Section 5.1(assuming such Subordinated Indebtedness was incurred, does not exceed 3.00 to 1.00 and (iithe application of the proceeds thereof applied, as of the first day of the period being tested) and no Potential Event of Default or Event of Default has occurred and is continuing or would arise as a result therefrom; andof the incurrence of such Subordinated Indebtedness; (jix) Borrower and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness incurred to refinance the then outstanding aggregate principal amount of any Indebtedness permitted under this subsection 7.1 (other than Indebtedness with respect to the Obligations and Indebtedness permitted under clause (vii) of this subsection 7.1); provided that such refinancing Indebtedness (a) shall be in an aggregate principal amount not to exceed the then outstanding aggregate principal amount of such Indebtedness to be so refinanced plus the amount of accrued and unpaid interest thereon (provided, however, that with respect to Indebtedness incurred to refinance the then outstanding aggregate principal amount of Indebtedness permitted under subsection 7.1(viii), (x) the aggregate principal amount of such refinancing Indebtedness shall be in an amount equal to the then outstanding aggregate principal amount of such Indebtedness to be so refinanced plus the amount of accrued and unpaid interest thereon and any premiums and tender costs required to be paid thereon and fees and expenses associated therewith and (y) after giving effect to the incurrence of such refinancing Indebtedness and the application of the proceeds thereof, Borrower is in pro forma compliance with subsection 7.6 as of the end of the most recent Fiscal Quarter for which financial statements have been delivered (assuming such refinancing Indebtedness was incurred, and the application of the proceeds thereof applied, as of the first day of the period being tested); (b) shall have a maturity no earlier and an average life no shorter than the Indebtedness being so refinanced; and (c) shall contain terms and conditions no less favorable to Borrower and Lenders and such other terms and conditions as are satisfactory to Administrative Agent (including, in the case of Indebtedness incurred to refinance the then outstanding aggregate principal amount of Indebtedness permitted under subsection 7.1(viii), terms and conditions consistent with clause (ii) of the definition of Subordinated Indebtedness); provided further that to the extent that any Indebtedness permitted under subsection 7.1 is refinanced pursuant to this subsection 7.1(ix), then the maximum aggregate principal amount of such Indebtedness permitted to be incurred pursuant to the applicable provision of subsection 7.1 shall be reduced by an amount equal to the aggregate principal amount of such permitted refinancing and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness; (x) Borrower and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness (other than Contingent Obligations constituting Indebtedness) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding less the amount of Contingent Obligations constituting Indebtedness then outstanding pursuant to subsection 7.1(xi); (xi) Borrower and its Restricted Subsidiaries may become and remain liable with respect to Contingent Obligations constituting Indebtedness in an aggregate principal amount at any time outstanding not to exceed the lesser of $25,000,000 and the principal amount of Indebtedness permitted to be incurred at such time in accordance with subsection 7.1(x); (xii) Borrower and its Restricted Subsidiaries may become and remain liable with respect to Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred outstanding assumed in connection with any Permitted Acquisition (and, permitted under subsection 7.7(vii); provided that such Indebtedness is not incurred in the case contemplation of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition or incurred to finance a Permitted Acquisition; (xiii) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of Borrower and its Restricted Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise may become or and remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or Capri Insurance Company in an aggregate principal amount not to a Subsidiary of FitBit International Holdings) in excess of exceed $18,000,000 25,000,000 at any time outstanding.; and (a) Borrower and its Restricted Subsidiaries may remain liable with respect to Indebtedness evidenced by the 7.75% Unsecured Notes in an aggregate principal amount not to exceed $300,000,000 and, (b) Borrower and its Restricted Subsidiaries may remain liable with respect to Indebtedness evidenced by the 5.875% Unsecured Notes in an aggregate principal amount not to exceed $350,000,000 and (c) Borrower and its Restricted Subsidiaries may become and remain liable with respect to Unsecured Notes other than the 7.75

Indebtedness. No Loan Party shall, nor or shall it permit any of its Restricted Subsidiaries to, incur, create, incur assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become or remain responsible for (directly or indirectly liable with respect to indirectly), the Indebtedness, performance, obligations or dividends of any Indebtednessother Person, except: (a) the Obligations; (b) purchase money Indebtedness (including Capital Leases) arising after the Effective Date to the extent secured by purchase money security interests in Equipment (including Capital Leases) and purchase money mortgages on Real Property so long as such security interests and mortgages do not apply to any property of such Loan Party or Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness secured thereby does not exceed the cost of the Equipment or Real Property so acquired, as the case may be; (c) guarantees by any Loan Party or any Subsidiary of any Loan Party of the Obligations; (d) the Indebtedness consisting of (i) intercompany loans and advances permitted under Section 9.10(g) hereof and (ii) trade payables permitted under Section 9.10(n) hereof; (e) unsecured Indebtedness of any Loan Party or any Subsidiary of any Loan Party arising after the date hereof to any third person (but not to any other Loan Party or any Subsidiary of any Loan Party or any of their Affiliates unless otherwise permitted under this Section 9.9), provided, that, each of the following conditions is satisfied as determined by Agent: (i) such Indebtedness shall be on terms and conditions acceptable to Agent and shall be subject and subordinate in right of payment to the right of the Agent Parties to receive the prior indefeasible payment and satisfaction in full payment of all of the Obligations pursuant to the terms of an intercreditor agreement between the applicable Agent Parties and such third party, in form and substance satisfactory to Agent; provided, that, if any such Indebtedness is to be issued pursuant to an indenture that is subject to the Trust Indenture Act of 1939, as amended, the subordination terms set forth in such indenture shall be acceptable if substantially identical to those terms of subordination set forth in Article 10 of the 2001 Notes Indenture, (ii) Agent shall have received not less than ten (10) days prior written notice of the intention of such Loan Party or Subsidiary to incur such Indebtedness, which notice shall set forth in reasonable detail satisfactory to Agent the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the Schedule of repayments and maturity date with respect thereto and such other information as Agent may request with respect thereto, (iii) Agent shall have received true, correct and complete copies of all agreements, documents and instruments evidencing or otherwise related to such Indebtedness, (iv) except as Agent may otherwise agree in writing, all of the proceeds of the loans or other accommodations giving rise to such Indebtedness shall be paid to the Agent for application to the Obligations, (v) as of the date of incurring such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred, (vi) such Loan Party or Subsidiary shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto, except, that, such Loan Party or Subsidiary may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, (vii) Loan Parties shall, and shall cause their Subsidiaries to, furnish to Agent all notices or demands in connection with such Indebtedness either received by any Loan Party or Subsidiary or on its behalf promptly after the receipt thereof, or sent by any Loan Party or Subsidiary or on its behalf concurrently with the sending thereof, as the case may be; (f) the Indebtedness set forth on Schedule 9.9 to the Information Certificate; provided, that, (i) Loan Parties and their Subsidiaries may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the Original Closing Date (ii) no Loan Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the Original Closing Date except, that, Loan Parties and their Subsidiaries may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose except as provided in clause (i) above, and (iii) Loan Parties shall, and shall cause their Subsidiaries to, furnish to Agent all notices or demands in connection with such Indebtedness either received by any Loan Party or Subsidiary or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or Subsidiary or on its behalf, concurrently with the sending thereof, as the case may be; (g) Indebtedness incurred under credit cards issued to employees, agents, officers, directors, or other Affiliates of any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business; (h) Indebtedness incurred as a result of overdrafts in the ordinary course of business which shall not be outstanding for more than two (2) Business Days; (i) Indebtedness consisting of liens permitted by subsections (a) through (n) of Section 9.8 to the extent not already described in this Section 9.9; (j) guarantees constituting endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (k) Hedging Agreements of any Loan Party or any Subsidiary of any Loan Party in respect of Indebtedness permitted hereunder; provided, that, (i) at the time of entering into any Hedging Agreement, no Event of Default exists or would result after giving effect thereto and (ii) the “Obligations” under transactions contemplated by such Hedging Agreement are bona fide hedging activities for the purpose of mitigation risks to which Loan Parties and as defined their Subsidiaries are exposed in the ABL Credit Agreementconduct of their business or the management of their liabilities; (l) Indebtedness assumed by a Loan Party or any Subsidiary of any Loan Party in connection with a Permitted Acquisition of assets of a Person after the Original Closing Date or in connection with a Permitted Acquisition after the Original Closing Date of any Person which becomes a Subsidiary of Parent after the Original Closing Date, which Indebtedness in all such cases exists at the time of such Acquisition and is not created in contemplation of such event; provided, that, (i) such Indebtedness, if secured, was not secured by Receivables or Inventory so acquired, (ii) recourse for any Indebtedness incurred pursuant to an Acquisition shall only be against the Person acquired pursuant to such Acquisition or the applicable Loan Party or Subsidiary which acquired assets pursuant to such Acquisition, (iii) Loan Parties and their Subsidiaries may only make regularly scheduled payments of principal and interest in respect of such Indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such Indebtedness as in effect on the Original Closing Date, (iv) no Loan Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any agreement, document or instrument related thereto as in effect on the Original Closing Date except, that, Loan Parties and their Subsidiaries may, after prior written notice to Agent, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than pursuant to payments thereof), or to reduce the interest rate or any fees in connection therewith, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (v) Loan Parties shall, and shall cause their Subsidiaries to, furnish to Agent all notices or demands in connection with such Indebtedness either received by any Loan Party or Subsidiary or on its behalf, promptly after the receipt thereof, or sent by any Loan Party or Subsidiary or on its behalf, concurrently with the sending thereof, as the case may be; (m) additional Indebtedness incurred by a Foreign Subsidiary (including, without duplication in calculating the $120,000,000 maximum amount in clause (iii) below, guarantees of such Indebtedness by another Foreign Subsidiary) to any Person (other than to a Loan Party or a Subsidiary of a Loan Party); provided, that, (i) at the time of and after giving effect to such incurrence of Indebtedness, no Event of Default shall have occurred and be continuing, (ii) recourse for any such Indebtedness shall only be against such Foreign Subsidiary and any other Foreign Subsidiary that is a guarantor thereof and (iii) the aggregate amount of such Indebtedness (together with all Indebtedness incurred by Foreign Subsidiaries under this clause Sections 9.9(b), (e), (l) and (o) hereof) that may be outstanding at any one time shall not exceed $120,000,000. (n) Indebtedness of Parent consisting of its guarantee of the obligations under that certain Lease Agreement dated in April, 2002 (the “Mexico Lease”) between Matamoros Industrial Partners II, L.P. and Parent; provided, that, (i) such guarantee shall only be in effect upon the assignment of the Mexico Lease by Parent to its Affiliates and (ii) does the guaranteed obligations of Parent under the Mexico Lease shall not exceed $287,500,000the tenant’s obligations under the Mexico Lease as in effect on the Original Closing Date for any fiscal year; (bo) other unsecured Indebtedness of incurred after the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions Original Closing Date and purchase money Indebtedness not otherwise permitted hereunder in an aggregate principal amount not to exceed exceeding $50,000,000 5,000,000 at any timeone time outstanding; provided that any such Indebtedness shall be secured only by the asset (including all accessionsprovided, attachmentsthat, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all at the time of and after giving effect to such incurrence of Indebtedness owing no Event of Default shall exist and (ii) the Agent shall have received two (2) Business Days’ prior written notice of any Indebtedness to be incurred by a Loan Party to or any Restricted Subsidiary that of a Loan Party hereunder which notice shall designate this Section 9.9(o) as the authority under which such Person is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any incurring such Indebtedness and stating the unused portion of any Restricted Subsidiary that is not a Guarantor owing Indebtedness remaining under this Section 9.9(o) after giving effect to such Indebtedness to be incurred; (p) extensions, renewals or refinancings by any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to or any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a any Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be any Indebtedness permitted by under this Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder 9.9 so long as (i) such Indebtedness (“Refinancing Indebtedness”) is in an original aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, (ii) if the Indebtedness being extended, renewed or refinanced is subordinated to any of the Obligations, such Refinancing Indebtedness is subordinated to the Obligations on terms not less favorable to the Lenders than the terms of the subordination provisions governing such Indebtedness being extended, renewed or refinanced, (iii) at the time of and after giving effect to the incurrence of such Indebtednessrenewal or refinancing, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has shall have occurred and is be continuing and (iv) the other terms and conditions of such Refinancing Indebtedness (including amortization, interest rates and fees) are no less favorable to the applicable Loan Party or would result therefrom; andSubsidiary than the Indebtedness being extended, renewed or refinanced; (jq) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 of Parent consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments its guarantee under that certain Letter of a similar nature incurred in connection with any Permitted Acquisition (and, Guaranty executed in the case of deferred compensation representingform approved by Agent (the “Bae Guaranty”) to ▇▇▇ ▇▇▇▇ Bae, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 an individual (collectively, “Deferred Payment Obligations▇▇. ▇▇▇”), of the obligations of Delco Remy Hungary Rt. to ▇▇. ▇▇▇ under that certain Purchase Agreement substantially in the form approved by Agent (the “Bae Purchase Agreement”) entered into between ▇▇. ▇▇▇, as seller, and Delco Remy Hungary Rt., as purchaser, of Capital Stock of Delco Remy Korea Limited; provided, that, (1) no payment shall be made under the Bae Guaranty unless Excess Availability shall be at least $32,500,000 immediately before, and after giving effect to, such payment and (2) the sum of the aggregate amount of which payments by (x) Delco Remy Hungary Rt. under the Bae Purchase Agreement and (y) Parent under the Bae Guaranty shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings not exceed $8,000,000; (r) Indebtedness of any Borrower or any Obligor consisting of its Subsidiaries guarantees of obligations incurred by any Borrower or parent entities that Obligor organized in the United States but only to the extent such obligations are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under prohibited by this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingAgreement.

Indebtedness. No Loan Party shallThe Borrowers will not, nor shall it will the Borrower permit any of its Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with in respect to of any Indebtedness, except: (a) Indebtedness to the Lenders hereunder; (b) Current or long term liabilities of the Borrowers and the Subsidiaries (other than for borrowed money) incurred in the ordinary course of their businesses and in accordance with customary trade practices; (c) Existing Indebtedness of the Borrowers and the Subsidiaries referred to in Schedule 5.7 attached hereto, and renewals and extensions thereof, provided that (i) the Obligations aggregate principal amount of such Indebtedness is not at any time increased, and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect interest rate applicable to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by a market interest rate as of the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence time of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000renewal or extension; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing Borrowers and Subsidiaries secured by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d)Permitted Liens; (e) To the extent not required to be paid by ss.6.5, Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credittaxes, surety bondsassessments, bank guarantees or similar instruments related thereto incurred in the ordinary course of businessgovernmental changes and claims for labor, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k)material and supplies; (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise respect of deferred taxes arising in connection with deposit accountsthe ordinary course of business; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in Borrowers to each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1other; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7;and (h) Swap Agreements entered into Indebtedness in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes;purchase money financing as limited by ss.7.2(b); and (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default any Subsidiary or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect Borrower to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed Borrower or Subsidiary to a Loan Party or to a any Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingas limited by ss.7.3(a).

Indebtedness. No (a) The Borrower (i) shall not, and shall not permit any other Specified Loan Party shallto, nor and by its execution hereof the Parent Guarantor agrees that it shall it permit any of its Restricted Subsidiaries tonot, assume, create, incur or assume, suffer to exist any Indebtedness to the Parent Guarantor or otherwise become or remain directly or indirectly liable with respect any of its Subsidiaries unless such Indebtedness is fully subordinated to any Indebtedness, except: (a) (i) the Obligations on terms satisfactory to the Administrative Agent and (ii) shall not permit any Subsidiary Guarantor or Operating Lessee to create, assume, incur or suffer to exist any Indebtedness other than (A) as permitted in clause (i), (B) the “Obligations” under , (C) trade payables and equipment leases that are normal and customary both as to their terms and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations their amounts and (iiD) any such Indebtedness Guaranties of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory Franchise Agreements or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred Management Agreements entered into in the ordinary course of business. (b) Except as permitted pursuant to Section 10.1(e) hereof, the Borrower shall not, and shall not permit any other Specified Loan Party or any of its or their respective Subsidiaries to, and by its execution hereof the Parent Guarantor agrees that it shall not and shall not permit any of its Subsidiaries to, prepay any principal of, or pursuant to accrued interest on, any appeal obligation, appeal bond Subordinated Debt or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary make any voluntary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) optional payment with respect to any interest-bearing liability principal of, or investment accrued interest on, any Subordinated Debt prior to the originally scheduled maturity date thereof or otherwise redeem or acquire for value any Subordinated Debt. Further, the Borrower shall not, and shall not permit any other Specified Loan Party or any of its or their respective Subsidiaries to, and by its execution hereof the Parent Guarantor agrees that it shall not and shall not permit any of its Subsidiaries to, amend or modify, or permit the amendment or modification of, any agreement or instrument evidencing any Subordinated Debt where such amendment or modification provides for the following or which has any of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes;following effects: (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to increases the incurrence rate of interest accruing on such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and Subordinated Debt; (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), increases the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings any scheduled installment of principal or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assumeinterest, or otherwise become shortens the date on which any such installment or remain directly principal or indirectly liable with respect interest becomes due; (iii) shortens the final maturity date of such Subordinated Debt; (iv) increases the principal amount of such Subordinated Debt; (v) amends any financial or other covenant contained in any document or instrument evidencing any Subordinated Debt in a manner which is more onerous to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a the Borrower, such Loan Party or such Subsidiary or which requires the Borrower, such Loan Party or such Subsidiary to a Subsidiary improve its financial performance; (vi) provides for the payment of FitBit International Holdingsadditional fees or the increase in existing fees; and/or (vii) in excess otherwise could reasonably be expected to be adverse to the interests of $18,000,000 at any time outstandingthe Administrative Agent or the Lenders.

Indebtedness. No Loan Party shallwill, nor shall will it permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of its Disqualified Stock; and Company shall not permit any of the Restricted Subsidiaries to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect (other than any Loan Party) to issue any Indebtednessshares of Preferred Stock, except: (a) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness pursuant to any Loan Document; (b) Indebtedness under the (i) the Obligations Term Loan Agreement and (ii) any other secured loan agreement (“Other Secured Debt Loan Agreement”) and related documentation, in each case, reasonably acceptable to the “Obligations” under and as defined in Administrative Agent (the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness documents under this clause (ii) does not exceed $287,500,000; and solely to the extent the applicable Indebtedness thereunder is incurred in reliance on this clause (b), collectively, the “Other Secured Debt Documents”), in an aggregate original principal amount under this clause (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time350,000,000; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (andthat, in the case of deferred compensation representingthe Other Secured Debt, any Lien on the ABL Priority Collateral shall be junior to the Liens on the ABL Priority Collateral securing the Obligations pursuant to the ABL Intercreditor Agreement, an Other Secured Debt Intercreditor Agreement and/or a junior lien intercreditor agreement or in substance representing, consideration or a portion collateral trust agreement reasonably satisfactory to the Administrative Agent and the Required Lenders reflecting the junior-lien status of the purchase price in connection with Liens securing such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed Indebtedness as it relates to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.ABL Priority Collateral;

Indebtedness. No Loan Party shallThe Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, to create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Secured Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of (i) the Borrower to Holdings and/or any Restricted Subsidiary and/or (ii) any Restricted Subsidiary to Holdings, the Borrower and/or any other Restricted Subsidiary; provided that (A) in the case of any Indebtedness of any Restricted Subsidiary that is not a Loan Party owing to the Borrower or its any Restricted Subsidiaries with respect Subsidiary that is a Loan Party, the related Investment is permitted under Section 6.06, and (B) any Indebtedness of any Loan Party owing to Capital Lease Obligations, sale-lease back transactions any Restricted Subsidiary that is not a Loan Party incurred in reliance on this clause (b) must be unsecured and purchase money Indebtedness in an aggregate principal amount not expressly subordinated to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence Obligations of such IndebtednessLoan Party on terms that are reasonably acceptable to the Administrative Agent (it being understood that the subordination terms set forth in the Intercompany Note are acceptable to the Administrative Agent); (c) Unsecured [reserved]; (i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with the Transactions, any Disposition permitted hereunder, any acquisition or other Investment permitted hereunder or consummated prior to the Closing Date or any other purchase of assets or Capital Stock or any other Investment, and (ii) Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any such Restricted Subsidiary pursuant to any such agreement; (e) Indebtedness of the Borrower and/or any Restricted Subsidiary (i) as a result of or pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business or pursuant to self-insurance obligations and not in connection with debt for borrowed money and (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items; (f) Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of Banking Services and/or otherwise in connection with Cash management and Deposit Accounts; (g) (i) guaranties by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers, franchisees and licensees in the ordinary course of business in an aggregate outstanding principal amount not to exceed at any time the greater of $100,000,000; 2,500,0005,000,000 and 5% of Consolidated Adjusted EBITDA, (dii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or any Restricted Subsidiary to pay the Borrower deferred purchase price of goods or to any other Restricted Subsidiary, services or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including progress payments in connection with workers’ compensationsuch goods and services and (iii) or obligations Indebtedness in respect of letters of credit, surety bondsbankers’ acceptances, bank guarantees guaranties or similar instruments related thereto incurred supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (gh) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or another Borrower, any Restricted Subsidiary and/or any joint venture with respect, in each case, respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01 or other obligations not prohibited by this Agreement; providedprovided that in the case of any Guarantee by any Loan Party of the obligations of any non-Loan Party, that the related Investment is permitted under Section 6.06; (i) if Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing Date; provided that any such Indebtedness or commitment having an outstanding principal amount in excess of $5,000,000 shall be described on Schedule 6.01; (j) Indebtedness of Restricted Subsidiaries that are not Loan Parties; provided that the aggregate outstanding principal amount of such Indebtedness shall not exceed the greater of $350,000,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (k) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license or similar agreements entered into in the ordinary course of business; (l) Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business; (m) Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Capital Leases and purchase money Indebtedness in an aggregate outstanding principal amount not to exceed the greater of $350,000,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (n) Indebtedness of any Person that becomes a Restricted Subsidiary and/or Indebtedness assumed in connection with any acquisition or similar Investment; provided that: (i) such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not created or incurred in contemplation of the applicable acquisition or similar Investment, and (ii) after giving effect to such Indebtedness on a Pro Forma Basis, the Borrower is in compliance with Section 6.10(a); (o) Indebtedness issued by the Borrower or any Restricted Subsidiary to any stockholder of any Parent Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, the Borrower or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of any Parent Company permitted by Section 6.04(a); (p) Indebtedness refinancing, refunding or replacing any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (u), (w), (y), (z), (ii) and/or (jj) of this Section 6.01 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that: (i) the principal amount of such Indebtedness does not exceed the principal amount of, and commitments in respect of, the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement and the related refinancing transaction, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to this Section 6.01 (provided that (1) any additional Indebtedness referenced in this clause (C) satisfies the other applicable requirements of this definition (with additional amounts incurred in reliance on this clause (C) constituting a utilization of the relevant basket or exception pursuant to which such additional amount is being guarantied permitted) and (2) if such additional Indebtedness is unsecured and/or subordinated to the Obligationssecured, the Guarantee shall also be unsecured and/or subordinated to Lien securing such Indebtedness satisfies the Obligations and applicable requirements of Section 6.02); (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) Refinancing Indebtedness with respect to any interest-bearing liability clauses (a), (w) and/or (z) (other than Customary Bridge Loans), such Indebtedness (other than revolving indebtedness) has (A) a final maturity equal to or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition later than (and, in the case of deferred compensation representingrevolving Indebtedness, does not require mandatory commitment reductions, if any, prior to) the Latest Term Loan Maturity Date and (B) a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the outstanding Term Loans at such time; (iii) the terms of any Replacement Debt with an original principal amount in excess of the Threshold Amount (excluding, to the extent applicable, pricing (including any “MFN” provision), fees, premiums, rate floors, optional prepayment, funding discounts, maturity, amortization schedule, redemption terms or subordination terms and security), are not, taken as a whole (as determined by the Borrower in good faith), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than (A) any covenant or any other provision applicable only to periods after the applicable maturity date of the debt then being refinanced as of such date, (B) any covenant or provision which constitutes a then-current market term for the applicable type of Indebtedness (as determined by the Borrower in good faith), or in substance representing, consideration (C) any covenant or a portion other provision which is conformed (or added) to the Loan Documents for the benefit of the purchase price Lenders or, as applicable, the Administrative Agent, pursuant to an amendment to this Agreement effectuated in connection with such Permitted Acquisition) or other Investment permitted by reliance on Section 6.7 (collectively, “Deferred Payment Obligations”9.02(d)(ii), it being understood and agreed that if any Refinancing Indebtedness that constitutes a revolving facility includes a financial covenant, the requirement set forth in this clause (iii) shall be satisfied if such financial covenant is added to this Agreement for the benefit of the then-existing Revolving Facility but not any then-existing Term Facility); (iv) in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m), (n)(ii)(C), (u), (w) (solely as it relates to the Fixed Incremental Amount), (y), (z) (solely as it relates to the Fixed Incremental Amount), (ii) and/or (jj) of this Section 6.01, the incurrence thereof shall be without duplication of any amount outstanding in reliance on the relevant clause such that the amount available under the relevant clause shall be reduced by the amount of which shall the applicable Refinancing Indebtedness; (v) except in the case of Refinancing Indebtedness constituting Replacement Debt, (A) (1) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be deemed refinanced with unsecured Indebtedness), and (2) either (x) if the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Initial2024 Term Loans, the Liens securing such Indebtedness are subordinated to the Liens on the Collateral securing the Initial2024 Term Loans on terms not materially less favorable (as determined by the Borrower in good faith), taken as a whole, to the Lenders than those (I) applicable to the Liens securing the Indebtedness being refinanced, refunded or replaced, taken as a whole, or (II) set forth in any relevant Intercreditor Agreement or (y) the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under Section 6.04(b) (other than Section 6.04(b)(i)); it being understood that the proceeds of any such Refinancing Indebtedness may be funded into Escrow pursuant to customary (in the good faith determination of the Borrower) escrow arrangements, (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01 (it being understood that (1) any entity that was a guarantor in respect of the relevant refinanced Indebtedness may be the amount required to primary obligor in respect of the refinancing Indebtedness, and any entity that was the primary obligor in respect of the relevant refinanced Indebtedness may be accrued as a liability guarantor in accordance with GAAP. Notwithstanding respect of the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or refinancing Indebtedness and (2) the obligation of any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable Person with respect to any Escrow arrangement into which the proceeds of such Refinancing Indebtedness are deposited shall not constitute a Guarantee) and (C) if the Indebtedness being refinanced, refunded or replaced was expressly contractually subordinated to the Obligations in right of payment, (x) such Indebtedness is contractually subordinated to the Obligations in right of payment, or (y) if not contractually subordinated to the Obligations in right of payment, the purchase, defeasance, redemption, repurchase, repayment, refinancing or other acquisition or retirement of such Indebtedness is permitted under this Section 6.1 6.04(b) (other than Section 6.04(b)(i)); and (vi) in the case of Refinancing Indebtedness permitted under Section 6.1(dconstituting Replacement Debt, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Refinancing Indebtedness that is owed pari passu or junior with respect to a Loan Party the Collateral shall be subject to an Intercreditor Agreement, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any asset that does not constitute Collateral; it being understood that the proceeds of any such Refinancing Indebtedness may be funded into Escrow pursuant to a customary (in the good faith determination of the Borrower) escrow arrangements, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Restricted Subsidiary of FitBit International Holdingsthe Borrower other than one or more Loan Parties (it being understood that the obligation of any Person with respect to any Escrow arrangement into which the proceeds of such Refinancing Indebtedness are deposited shall not constitute a Guarantee) in excess of $18,000,000 at any time outstanding.and (D) such Refinancing Indebtedness is incurred under (and pursuant to) documentation other than this Agreement; (q) [reserved]; (r) [reserved];

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assumeincur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, so long as, with respect to Derivative Transactions, that the aggregate amount of such Indebtedness under this clause (ii) does Obligations are not exceed $287,500,000entered into for speculative purposes; (b) Indebtedness of the Borrower any Loan Party owed to any other Loan Party or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any timeSubsidiary; provided that in the case of any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or that is not a Loan Party owing to any other Restricted SubsidiaryLoan Party, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a shall be permitted as an Investment under Section 7.3; provided, further, that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Guarantor shall Loan Party must be unsecured and expressly subordinated in right of payment to the payment Obligations of such Loan Party on terms that are reasonably acceptable to the Agent; (c) unsecured Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including seller notes and contingent earn-out obligations) incurred in full connection with any Disposition permitted hereunder or any Permitted Acquisition; provided that the aggregate principal amount of such Indebtedness shall not to exceed $30,000,000 outstanding at any time; (d) Indebtedness of any Loan Party and/or any Restricted Subsidiary thereof (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the Obligations Ordinary Course of Business and (ii) any such Indebtedness in respect of any Restricted Subsidiary that is not a Guarantor owing letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any Loan Party shall be subject to of the limitations set forth in Section 6.7(d)foregoing items; (e) Indebtedness which may be deemed to exist pursuant of any Loan Party and/or any Restricted Subsidiary thereof in respect of commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements or services similar to any Guarantees, performance, statutory or similar obligations (including of the foregoing and/or otherwise in connection with workers’ compensationCash Management Products and Services and Deposit Accounts, including banking services obligations and incentive, supplier finance or similar programs; (f) (i) Guarantees by any Loan Party or any Restricted Subsidiary thereof of the obligations of suppliers, customers and licensees in the Ordinary Course of Business, (ii) Indebtedness incurred in the Ordinary Course of Business in respect of obligations of any Loan Party and/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 to the extent any such Guarantee by a Loan Party of the obligations of a non-Loan Party constitutes an Investment, such Investment is permitted by Section 7.3, and (iii) Indebtedness in respect of letters of credit, surety bondsbankers’ acceptances, bank guarantees guaranties or similar instruments related thereto incurred supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course Ordinary Course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accountsBusiness; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a any Loan Party and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower or another any other Loan Party and/or any Restricted Subsidiary thereof with respect, in each case, respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.17.6 or other obligations not prohibited by this Agreement; provided, provided that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees any Guarantee by a any Loan Party of the obligations of a Restricted Subsidiary that any non-Loan Party, the related Investment is not a Guarantor, such Guarantees shall be permitted by under Section 6.77.3; (h) Swap Agreements entered into Indebtedness of any Loan Party and/or any Restricted Subsidiary thereof existing, or pursuant to commitments existing, on the Closing Date and described on Schedule 7.6 and intercompany Indebtedness outstanding on the Closing Date; (i) Indebtedness of Restricted Subsidiaries that are not Loan Parties; provided that the aggregate principal amount of such Non-Loan Party Indebtedness at the time incurred, together with all other outstanding Non-Loan Party Indebtedness, shall not exceed the Non-Loan Party Cap; (j) Indebtedness of any Loan Party and/or any Restricted Subsidiary with respect to capital leases and Purchase Money Indebtedness (i) in order an aggregate principal amount at the time incurred, together with the principal amount of all other outstanding Indebtedness incurred pursuant to effectively capthis Section 7.6(j)(i), collar not to exceed the greater of (x) $150,000,000 and (y) seventy-five percent (75%) of Consolidated Adjusted EBITDA for the four Fiscal Quarter period most recently ended, (ii) outstanding as of the Fifth Amendment Effective Date (as such Indebtedness may be refinanced or exchange interest rates replaced from time to time up to such outstanding amount as of the Fifth Amendment Effective Date); provided, that, such amount permitted under this Section 7.6(j)(ii), taken together with any ordinary course capital leases, purchase money indebtedness, equipment financings, real estate financings, letters of credit and surety bonds that were permitted to survive under Section 8.1(x)(B) on the Closing Date, shall not exceed an aggregate amount of $200,000,000, and (from floating to fixed rates, from one floating rate to another floating rate or otherwiseiii) with respect to any interest-bearing liability or investment of the Borrower or Loan Party and/or any Restricted SubsidiarySubsidiary that becomes a Loan Party, any such Indebtedness in an amount equal to the amount of any Indebtedness assumed, acquired, refinanced or repaid by such Loan Party and/or Restricted Subsidiary in connection with a Permitted Acquisition that is otherwise permitted under Section 7.6(k) (or would be so permitted if such Indebtedness were not refinanced or repaid in connection with such Permitted Acquisition); provided that, any such Indebtedness so assumed, acquired or refinanced shall be deemed to hedge currency exposure or be a utilization of this Section 7.6(j)(iii) to hedge energy costs or exposure, which, in the extent such Indebtedness (and any case, are not entered into for speculative purposesRefinancing Indebtedness thereof) remains outstanding; (k) Indebtedness of any Person that becomes a Restricted Subsidiary or Indebtedness assumed or acquired in connection with an acquisition permitted hereunder after the Closing Date; provided that (i) other such Indebtedness (A) existed at the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not otherwise permitted hereunder so long as created or incurred in anticipation thereof, (iii) no Event of Default exists or would result from such acquisition, (iii) the Funded Debt to Consolidated Adjusted EBITDA Ratio does not exceed 4.25:1.00 calculated on a Pro Forma Basis and (iv) after giving effect to the incurrence of such Indebtednessassumption or acquisition thereof, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as aggregate principal amount of Non-Loan Party Indebtedness at the time of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1assumption or acquisition thereof, together with all other outstanding Non-Loan Party Indebtedness, does not exceed 3.00 the Non-Loan Party Cap; (l) Indebtedness consisting of promissory notes issued by any Loan Party or any Restricted Subsidiary thereof to 1.00 any stockholder of any Parent Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, any Loan Party or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Equity Interests of any Parent Company permitted by Section 7.5; (m) any Loan Party and any Restricted Subsidiary thereof may become and remain liable for any Indebtedness refinancing, refunding or replacing any Indebtedness permitted under this clause (m) and clauses (a), (h), (i), (j), (k), (n), (o), (q), (s), (w) and (iiz) no Default of this Section 7.6 (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that any refinancing, refunding or Event replacement of Default has occurred and is continuing Indebtedness permitted under Section 7.6(i), (j), (n), (o), (s), (w) or would result therefrom(z) shall continue to constitute utilization of the applicable basket; andprovided further that: (ji) the principal amount of such Indebtedness in does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an aggregate outstanding amount not equal to exceed at any time $100,000,000 consisting of purchase price adjustmentsunpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, earn-outsother reasonable and customary fees, deferred compensationcommissions and expenses (including upfront fees, original issue discount or other arrangements representing acquisition consideration or deferred payments of a similar nature initial yield payments) incurred in connection with any Permitted Acquisition the relevant refinancing, refunding or replacement and (B) additional amounts permitted to be incurred pursuant to this Section 7.6 (so long as such Indebtedness is permitted to be incurred pursuant to a subsection of this Section 7.6, other than this Section 7.6(m), and, to the extent secured by Liens, such Liens are permitted to secure such Indebtedness pursuant to a subsection of Section 7.2, other than Section 7.2(k) and is deemed to constitute a utilization of the relevant basket or exception pursuant to which such additional amount is permitted), (ii) other than in the case of Refinancing Indebtedness with respect to clauses (h), (j), (k), and/or (o) of this Section 7.6 such Indebtedness has a final maturity equal to or later than (and, in the case of deferred compensation representingrevolving Indebtedness, or in substance representingdoes not require mandatory commitment reductions, consideration or a portion if any, prior to) the final maturity of the purchase price in connection with such Permitted AcquisitionIndebtedness being refinanced, refunded or replaced, (iii) the terms of any Refinancing Indebtedness (excluding pricing, fees, premiums, rate floors, optional prepayment or other Investment permitted by Section 6.7 redemption terms (collectivelyand, “Deferred Payment Obligations”)if applicable, the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptionssubordination terms) and, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Refinancing Indebtedness incurred in respect of Indebtedness permitted under this Section 6.1 clause (a) above, security), are not, taken as a whole (as reasonably determined by Borrowing Agent), more favorable to the lenders providing such Indebtedness than those applicable to the Indebtedness being refinanced, refunded or replaced (other than any covenants or any other provisions applicable only to periods after the Latest Maturity Date as of such date or any covenants or provisions which are then-current market terms for the applicable type of Indebtedness), (iv) except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.1(d7.6, (A) such Indebtedness, if secured, is secured only by Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that such secured Indebtedness may go from being secured to being unsecured), and, in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (n) of this Section 7.6, shall be secured solely by Excluded Real Property (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced, refunded or replaced, except to the extent otherwise permitted pursuant to Sections 7.2, 7.3 and 7.6 and (C) if the Indebtedness being refinanced, refunded or replaced was originally contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Obligations), such Indebtedness is contractually subordinated to the Obligations in right of payment (or the Liens securing such Indebtedness are subordinated to the Liens on the Collateral securing the Obligations) on terms not materially less favorable (as reasonably determined by the Borrowing Agent), taken as a whole, to the Lenders than those applicable to the Indebtedness (or Liens, as applicable) being refinanced, refunded or replaced, taken as a whole, (v) in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 7.6, (A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior basis with respect to the remaining Obligations hereunder, or is unsecured; provided that any such Indebtedness that is owed pari passu or junior with respect to the Collateral shall be subject to an Acceptable Intercreditor Agreement, (B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral, (C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than one or more Loan Parties and (D) such Indebtedness is incurred under (and pursuant to) documentation other than this Agreement; and (vi) intercompany Indebtedness under Section 7.6(h) may only be refinanced, refunded or replaced with other intercompany Indebtedness; (n) Indebtedness secured solely by a lien on any Excluded Real Property; (o) Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate principal amount at the time incurred, together with the principal amount of all other outstanding Indebtedness incurred pursuant to this Section 7.6(o), not to exceed the greater of (i) $25,000,000 and (ii) twelve and one-half percent (12.5%) of Consolidated Adjusted EBITDA for the four Fiscal Quarter period most recently ended; (p) to the extent constituting Indebtedness, obligations arising under the Closing Date Merger Agreement; (q) additional Indebtedness of any Loan Party and/or any Restricted Subsidiary so long as, after giving effect thereto, including the application of the proceeds thereof (but without “netting” cash proceeds of the applicable Indebtedness), (i) (A) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien on the Collateral securing the Term Facility, the First Lien Leverage Ratio does not exceed 2.75:1.00, (2) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Lien on the Collateral securing the Term Facility, the Secured Leverage Ratio does not exceed 3.25:1.00 and (3) the Total Leverage Ratio does not exceed 4.25:1.00, (ii) any such Indebtedness that is subordinated to the Obligations in right of payment or collateral shall be subject to a an Acceptable Intercreditor Agreement, and (iii) any such Indebtedness that is secured by any ABL Priority Collateral shall be junior in right of security with respect to the ABL Priority Collateral and shall be subject to an Acceptable Intercreditor Agreement; provided, however, that the aggregate principal amount of Non-Loan Party Indebtedness at the time incurred, together with all other outstanding Non-Loan Party Indebtedness, shall not exceed the Non-Loan Party Cap; (r) Indebtedness of any Loan Party and/or any Restricted Subsidiary thereof incurred in respect of FitBit International Holdings) any Term Facility in excess an aggregate outstanding principal or committed amount that does not exceed the aggregate amount of $18,000,000 at Term Loans permitted to be incurred under the Term Loan Agreement as in effect on the Fifth Amendment Effective Date (after giving effect to any time outstanding.amendment to the Term Loan Agreement entered into on or around such date);

Indebtedness. No Loan Party shallCreate, nor incur, assume or in any manner become liable in respect of, or suffer to exist, or permit or suffer any Subsidiary to create, incur, assume or in any manner become liable in respect of, or suffer to exist, any Indebtedness other than: (i) The Lender Indebtedness; (ii) The Indebtedness described in Schedule 5.2(d) hereto and refinancings thereof, but no increase in the amount thereof (or in the case of a committed facility or line of credit, in the amount of the commitments or credit line), as such amount is reduced from time to time, provided that Indebtedness under the Ford Facility (as defined in Schedule 5.2(d) may be increased to no more than $10,000,000 (or the Dollar Equivalent thereof); (iii) Indebtedness of any Subsidiary of the Company owing to the Company or to any other Subsidiary of the Company and Indebtedness of the Company owing to any Subsidiary of the Company, provided that any such Indebtedness of the Company owing to any Subsidiary of the Company is subordinated, on terms acceptable to the Agent, to all Lender Indebtedness; (iv) Subordinated Debt, including the related subordinated guarantees, pursuant to the Senior Subordinated Debt Documents, provided that the aggregate principal amount of such Subordinated Debt shall it permit not exceed $130,000,000, and other Subordinated Debt incurred in compliance with all terms and provisions of this Agreement; (v) Indebtedness of all Foreign Subsidiaries not otherwise permitted by this Section 5.2(d) in an aggregate amount not to exceed $10,000,000 at any time outstanding; (vi) Trade accounts payable and accrued expenses arising in the ordinary course which are past due in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis or which are being contested in good faith and for which adequate reserves are maintained on the books of the Company; (vii) Surety, customs or appeal bonds to which the Company or any of its Restricted Subsidiaries to, create, incur is a party and letters of credit and reimbursement agreements issued for the account of such Company or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined Subsidiary in the ABL Credit Agreement; provided, that ordinary course of business which are not material in the aggregate amount and which would not have a Material Adverse Effect and which are trade letters of such Indebtedness under this clause credit or which secure obligations in respect of (iiA) does not exceed $287,500,000worker's compensation laws, unemployment insurance laws or similar legislation, (B) obligations in connection with bids, tenders, contracts or leases to which the Company or any of its Subsidiaries is a party for a purpose other than borrowing money or obtaining credit or (C) public or statutory obligations of the Company or any of its Subsidiaries; (bviii) Indebtedness not otherwise permitted by this Section 5.2(d) incurred or assumed for the purpose of financing all or any part of the Borrower or its Restricted Subsidiaries with respect to cost of acquiring any fixed asset (including through Capital Lease ObligationsLeases), sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednesstime outstanding not greater than $2,000,000; (cix) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations Contingent Liabilities in respect of letters of credit, surety bonds, bank guarantees which the Company or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and a Subsidiary is primary obligor otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom5.2(j); and (jx) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings Company or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (Guarantor other than Indebtedness permitted under Section 6.1(d(i) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdingsthrough (x) above not exceeding $10,000,000 in excess of $18,000,000 aggregate amount at any time outstanding.

Indebtedness. No Loan Party shall, nor Borrower shall it permit any of its Restricted Subsidiaries tonot incur, create, incur or assume, or otherwise become or remain directly or indirectly be liable in any manner with respect to, or permit to exist, any Indebtednessobligations or indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness trade obligations and normal accruals in the ordinary course of the Borrower business not yet due and payable, or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions which Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and purchase money Indebtedness in an aggregate principal amount not available to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements Borrower and the proceeds thereof) acquired in connection with the incurrence of such Indebtednessrespect to which adequate reserves have been set aside on its books; (c) Unsecured Indebtedness purchase money indebtedness (including capital leases) to the extent not incurred or secured by liens (including capital leases) in an aggregate outstanding principal amount not to exceed at violation of any time $100,000,000other provision of this Agreement; (d) Indebtedness unsecured indebtedness of any Restricted Subsidiary Borrower to the Borrower or to any other Restricted Subsidiary, or Persons and in respect of the Borrower notes and instruments listed on Schedule 9.9 hereto, not to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that exceed the aggregate principal amount of $344,000 which indebtedness is not a Guarantor shall be unsecured subject to, and subordinated subordinate in right of payment to, the right of Lender to receive the prior payment in full of all of the Obligations and Obligations; PROVIDED, THAT: (i) Borrower shall not, directly or indirectly, make any payments in respect of such indebtedness, including but not limited to, any prepayments or other non-mandatory payments, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any terms of such Indebtedness of indebtedness or any Restricted Subsidiary that is not a Guarantor owing agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall furnish to any Loan Party shall be subject to Lender all notices, demands or other materials concerning such indebtedness either received by Borrower or on its behalf, promptly after receipt thereof, or sent by Borrower or on its behalf, concurrently with the limitations set forth in Section 6.7(d);sending thereof, as the case may be. (e) Indebtedness which may be deemed obligations to exist pursuant to Trustco Bank in a maximum principal amount of $167,000; PROVIDED THAT, (i) Borrower shall not, directly or indirectly, make any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations payments in respect of letters such indebtedness, including but not limited to, any prepayments or other non-mandatory payments, except that until an Event of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of businessDefault, or pursuant to any appeal obligation, appeal bond event which with notice or letter passage of credit in respect of judgments that do not time or both would constitute an Event of Default under Section 8.1(k); (f) Indebtedness Default, shall exist or have occurred and be continuing, Borrower may make regularly scheduled payments of principal and interest in connection accordance with cash management agreementsthe terms of such agreement or instrument as in effect on the date hereof, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any terms of such indebtedness or any agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall furnish to Lender all notices, demands or other materials concerning such indebtedness either received by Borrower or on its behalf, promptly after receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingmay be.

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:except the following (collectively, “Permitted Indebtedness”): (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness incurred under this clause (ii) does not exceed $287,500,000Agreement and the other Loan Documents; (b) Indebtedness in respect of the Borrower or its Restricted Subsidiaries with respect to Capital Lease ObligationsInvestments permitted under Sections 6.06(b), sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) and (e); provided, that, for Indebtedness in respect of any Restricted Subsidiary to the Borrower or to any other Restricted SubsidiaryInvestments permitted under Sections 6.06(b), or of the Borrower to any Restricted Subsidiary; provided that (d)(A) and (e), (i) all such Indebtedness owing shall be evidenced by an Intercompany Note, and, if owed to a Loan Party Party, shall be subject to any Restricted Subsidiary that is not a Guarantor First Priority Lien pursuant to the Security Documents; (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of an Intercompany Note; and (iiiii) any payment by any such Indebtedness Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Restricted Indebtedness owed by such Subsidiary that is not a Guarantor owing to any Loan Party shall be subject Borrower or to any of its Subsidiaries for whose benefit such payment is made; (c) [Intentionally omitted]; (d) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the limitations set forth performance of Holdings or any such Subsidiary pursuant to such agreements in Section 6.7(d)connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Holdings or any of its Subsidiaries; (e) Indebtedness which may be deemed to exist pursuant to any Guaranteesguaranties, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness (including intraday cash management lines relating thereto) of Holdings and its Subsidiaries pursuant to over-draft or similar lines of credit (including treasury management arrangements, depository or other cash management services and commercial credit card and merchant card services), netting services and other services customarily provided in connection with cash management agreements, netting depository account services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries; (i) guaranties by the Holdings of Indebtedness of a Subsidiary Guarantor; (ii) guaranties by a Subsidiary Guarantor or a Borrower of Indebtedness of a Restricted another Borrower or another Subsidiary Guarantor; or Guarantees (iii) guaranties by a Restricted Subsidiary Person that is not a Loan Party of Indebtedness of the Borrower or another Restricted Subsidiary with respectPerson that is not a Loan Party, in each case, with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.16.01; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee guaranty shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposesObligations; (i) other Indebtedness not otherwise permitted hereunder so long as described in Schedule 6.01(i) and any extensions, renewals, refinancings or replacements of such Indebtedness and any further extensions, renewals, refinancings or replacements of such extended, renewed, refinanced or replaced Indebtedness; provided that in respect of any extensions, renewals, refinancings or replacements of any such Indebtedness (or any further extensions, renewals, refinancings or replacements of such extended, renewed, refinanced or replaced Indebtedness), (i) after giving effect the terms and conditions thereof shall not be materially less favorable to the incurrence obligor(s) thereon or to the Lenders than the Indebtedness being extended, renewed, refinanced or replaced; (ii) the average life to maturity thereof is greater than or equal to that of such Indebtednessthe Indebtedness being extended, renewed, refinanced or replaced; (iii) if the Borrower’s direct or contingent obligors thereon are not the same as the direct or contingent obligors on the Indebtedness being extended, renewed, refinanced or replaced, then the direct or contingent obligors thereon shall be non-Loan Parties if the direct or contingent obligors on the Indebtedness being extended, renewed, refinanced or replaced are non-Loan Parties; and (iv) the principal amount thereof shall not exceed the then outstanding amount of the Indebtedness being extended, renewed, refinanced or replaced (plus capitalized interest thereon, OID and related fees); (j) Indebtedness of Subsidiaries of Holdings in respect of Capital Lease Obligations (including but not limited to obligations in connection with the leasing of rail cars constituting Capital Lease Obligations and letter of credit reimbursement obligations in connection therewith) in an aggregate amount not to exceed the greater of (i) $100,000,000 and (ii) 3.0% of the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis Net Tangible Assets of Holdings and its Subsidiaries as of the last day of the fiscal quarter most recently ended Fiscal Quarter for which financial statements are required to be available and have been delivered pursuant to Section 5.15.01(b) or Section 5.01(c); (k) Indebtedness of Subsidiaries of Holdings in respect of Purchase Money Obligations in an aggregate amount not to exceed $60.0 million outstanding at any time; provided, does not exceed 3.00 to 1.00 any such Indebtedness (i) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; and (ii) no Default shall constitute not less than 50% of the aggregate consideration paid with respect to such asset; (l) Indebtedness of any Securitization Subsidiary under any Permitted Securitization (i) that is without recourse to any Company (other than such Securitization Entity) or any of their respective assets (other than pursuant to Standard Securitization Undertakings; and (ii) that are negotiated in good faith at arm’s length; provided that (w) any Indebtedness pursuant to this clause (l) shall not be incurred, created or assumed if any Event of Default has occurred and is continuing or would result therefrom; and(x) the sum of the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities under all Permitted Securitizations may not exceed $150,000,000; (y) the Securitization Subsidiary, the Collateral Agent and the Permitted Securitization Agent shall, if required by the Permitted Securitization Agent for the Permitted Securitization to grant in favor of the Collateral Agent a First Priority Lien in the Seller’s Retained Interest, enter into either an amendment, supplement or amendment and restatement of the Intercreditor Agreement with the Term Loan Agent and the Administrative Agent to effectuate such security interest or enter into one or more intercreditor agreements with the Administrative Agent to effectuate such security interest (each such intercreditor agreement, a “Permitted Securitization Intercreditor Agreement”), and such amended, supplemented or amended and restated Intercreditor Agreement or such Permitted Securitization Intercreditor Agreement shall be in full force and effect so long as any such Permitted Securitization remains outstanding (provided that, if Seller’s Retained Interest in the relevant Securitization Subsidiary is not required to be Collateral pursuant to the terms of the definition of “Permitted Securitization”, then this clause (l) shall not be applicable to such Seller’s Retained Interest); and (z) after giving effect thereto, the entire amount of the Commitments then in effect plus the amount of any increase in Commitments available to the Borrowers under Section 2.20 is available to be utilized hereunder without violating Section 6.1 of the Term Loan Agreement or the Intercreditor Agreement; (jm) Indebtedness of one or more Loan Parties in respect of the Term Loan Agreement and any extensions, renewals, refinancings or replacements of any such Indebtedness, including any replacements thereof following repayment in full thereof (which, for the avoidance of doubt, includes the repayment in full of all obligations (other than contingent indemnification obligations) under such agreement and the termination of all commitments to lend thereunder) to the extent permitted by the Intercreditor Agreement; provided, that (i) any such extensions, renewals, refinancings or replacements (x) shall not have direct or contingent obligors that are not also Loan Parties, (y) shall not be secured by assets that do not constitute Collateral, and (z) shall at all times be subject to the Intercreditor Agreement; and (ii) the aggregate principal amount of such Indebtedness may not exceed $1,700 million outstanding at any time; (n) the financing of insurance premiums in customary amounts in the ordinary course of business; (o) debt facilities established, incurred, or guaranteed by South African Subsidiaries in an aggregate outstanding principal amount not to exceed $160.0 million so long as such facilities are non-recourse to the Loan Parties; (p) secured term loans provided under one or more credit agreements or one or more series of secured notes issued pursuant to one or more indentures, in each case, not otherwise permitted under this Section 6.01 (such Indebtedness, “Permitted Secured Indebtedness”); provided, that (i) such Indebtedness does not mature prior to the date that is ninety-one (91) beyond the latest Revolving Maturity Date of any Loans hereunder at the time such Indebtedness is incurred; (ii) such Indebtedness has a Weighted Average Life to Maturity that is no earlier than ninety-one (91) days after the Revolving Maturity Date; (iii) no Default or Event of Default is then continuing or would result therefrom; (iv) such Indebtedness is not guaranteed by any time $100,000,000 consisting Person other than the Loan Parties (or any Person that will, upon the incurrence of purchase price adjustmentssuch Indebtedness, earnbecome a Loan Party); (v) the terms of such Indebtedness do not require any amortization, mandatory prepayment or redemption or repurchase at the option of the holder thereof (other than, with respect to any term loans, customary mandatory prepayments upon a change of control or asset sale or, with respect to any secured notes, customary asset sale or change of control provisions, which asset sale provisions may require the application of proceeds of asset sales and casualty events to make mandatory prepayments or prepayment offers out of such proceeds except to the extent such asset sale proceeds are Revolving Loan Priority Collateral) earlier than ninety-outsone (91) days after the Revolving Maturity Date; (vi) such Indebtedness does not contain covenants, deferred compensation, events of default or other arrangements representing acquisition consideration terms and conditions that, when taken as a whole, are more restrictive to the Loan Parties than the terms of the Term Loan Documents (or, if the Term Loan Documents are no longer in effect, than the Term Loan Documents as in effect immediately prior to their termination) (it being understood that subordination provisions, interest rates, redemption and prepayment premiums and restrictions on prepayment or deferred payments redemption shall not be taken into account in determining whether terms are more restrictive taken as a whole); (vii) such Indebtedness and the holders thereof or the Senior Representative thereunder shall enter into either an amendment, supplement or amendment and restatement of the Intercreditor Agreement with the Term Loan Agent and the Administrative Agent to join such Indebtedness to the Intercreditor Agreement or enter into one or more intercreditor agreements with the Administrative Agent the terms of which are substantially similar to the Intercreditor Agreement or are not less favorable in any material respect to the Administrative Agent and the Lenders than the terms of the Intercreditor Agreement (provided that a certificate of a similar nature incurred Responsible Officer of Holdings delivered to the Administrative Agent at least five (5) Business Days prior to the entering into of such intercreditor agreement (or such shorter period as the Administrative Agent may reasonably agree) stating that Holdings has determined in connection good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy such requirements unless the Administrative Agent notifies Holdings within such five Business Day period that it disagrees with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or such determination and includes a portion reasonable description of the purchase price in connection with basis upon which it disagrees) (each such intercreditor agreement, a “Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment ObligationsSecured Indebtedness Intercreditor Agreement”), and such amended, supplemented or amended and restated Intercreditor Agreement or such Permitted Secured Indebtedness Intercreditor Agreement shall be in full force and effect so long as any such Indebtedness remains outstanding; and (viii) after giving pro forma effect to (x) the incurrence of such Indebtedness, (y) any increases in the principal amount under the Term Loan Agreement and (z) the repayment or prepayment of any Permitted Secured Indebtedness or the Term Loans, in each case, after the most recently ended Fiscal Quarter or Fiscal Year for which financial statements are then available or are required to be delivered under Section 5.01(b) or (c), the Secured Leverage Ratio as of the last day of such Fiscal Quarter or Fiscal Year does not exceed 2.00 to 1.00; provided, further that as a condition to the incurrence of any such Indebtedness, Holdings shall have delivered a certificate of one of its Responsible Officers to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the foregoing requirement, which shall be deemed conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies Holdings in writing within three (3) Business Days after receipt of such certificate that it disagrees with such determination (including a reasonably detailed description of specific provisions or terms of such Indebtedness as to which it has determined do not satisfy the foregoing (it being agreed that upon modifying such Indebtedness to change the relevant provisions identified in the Administrative Agent’s writing, Holdings shall not be the amount required to be accrued as provide a liability in accordance with GAAP. Notwithstanding further notice or waiting period)); (q) letters of credit issued for the foregoing exceptions, no Loan Party shall permit FitBit International account of Holdings or any of its Subsidiaries or parent entities (i) that are outstanding on the Closing Date and set forth on Schedule 6.01(q); provided that, for the avoidance of doubt, renewals, extensions and replacements of such letters of credit are not Loan Parties topermitted under this clause (q) unless such renewals, createextensions and replacements are made in the form of a Letter of Credit issued under this Agreement or in reliance on subclause (ii) of this clause (q); and (ii) other letters of credit issued for the account of Holdings or any of its Subsidiaries in an aggregate principal face amount not to exceed $35,000,000 outstanding at any time; provided that no such letter of credit may be issued if an Issuing Bank is able to issue the requested letter(s) of credit as a Letter of Credit under this Agreement; (r) other Indebtedness (excluding Permitted Unsecured Indebtedness) of Holdings and its Subsidiaries in an aggregate principal amount not to exceed $25.0 million outstanding at any time; (s) so long as no Event of Default has occurred and is continuing or would result therefrom, incur unsecured Indebtedness in an aggregate amount not to exceed the greater of (i) $200,000,000 and (ii) 4.0% of the Consolidated Net Tangible Assets of Holdings and its Subsidiaries as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and have been delivered pursuant to Section 5.01(b) or assume, or otherwise become or remain directly or indirectly liable Section 5.01(c); (t) Indebtedness under Hedging Obligations with respect to any interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted under this Section 6.1 to be incurred by the Loan Documents; and (other than Indebtedness permitted under Section 6.1(dii) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.the notional pri

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur or incur, assume, guarantee or otherwise become be or remain directly or indirectly liable with respect to any Indebtedness, except: or permit any Subsidiary to do so, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on any Loan Party an obligation to prepay any Indebtedness, except for (a) Indebtedness permitted by clauses (i), (ii), (iii), (iv), (v), (vi), (viii), (ix), (xiv), (xv) and (xiv) of the defined term “Permitted Indebtedness”, (b) the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, (c) purchase money Indebtedness pursuant to its then applicable payment schedule, (d) prepayment by any Subsidiary of (i) the Obligations and inter-company Indebtedness owed by such Subsidiary to any Loan Party, or (ii) the “Obligations” under and as defined in the ABL Credit Agreement; providedif such Subsidiary is not a Loan Party, that the aggregate amount of intercompany Indebtedness owed by such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted another Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); Party, (e) payments made on Subordinated Indebtedness which may be deemed to exist pursuant the extent permitted under the relevant Subordination Agreement or (f) as otherwise permitted hereunder or approved in writing by Agent. Notwithstanding anything to any Guaranteesthe contrary in the foregoing, performancethe issuance of, statutory or similar performance of obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption (including, for the avoidance of doubt, a required repurchase in connection with workers’ compensation) or obligations in respect the redemption of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness Permitted Convertible Debt upon satisfaction of a Restricted Subsidiary condition related to the share price of Shares of Common Stock), settlement or Guarantees early termination or cancellation of (whether in whole or in part and including by a Restricted Subsidiary of Indebtedness of the Borrower netting or another Restricted Subsidiary with respect, set-off) (in each case, to whether in cash, Shares of Common Stock or, following a merger event or other change of the Shares of Common Stock, other securities or property), or the satisfaction of any condition that would permit or require any of the foregoing, any Permitted Convertible Debt shall not constitute a prepayment of Indebtedness otherwise permitted to be incurred pursuant to by any Loan Party for the purposes of this Section 6.1; provided, 7.4 provided that principal payments in cash (iother than cash in lieu of fractional shares) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) allowed with respect to any interest-bearing liability or investment repurchase in connection with the redemption of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect Permitted Convertible Debt upon satisfaction of a condition related to the incurrence share price of Shares of Common Stock only if the Redemption Conditions are satisfied in respect of such Indebtednessredemption and at all times after such redemption. Notwithstanding the foregoing, any Loan Party may repurchase, exchange or induce the Borrower’s Consolidated Total Leverage Ratio, calculated on conversion of Permitted Convertible Debt by deliver of shares of Shares of Common Stock and/or a Pro Forma Basis as different series of the last day Permitted Convertible Debt and/or by payment of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, cash (in an amount that does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with proceeds received by such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any from the substantially concurrent issuance of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary Shares of FitBit International Holdings) in excess Common Stock and/or such different series of $18,000,000 at any time outstandingPermitted Convertible Debt.

Indebtedness. No Loan Party shallEach of Holdco and the Company will not, nor shall it and will not permit any of its other Restricted Subsidiaries Subsidiary to, create, incur incur, assume or assume, suffer to exist or otherwise become or remain directly or indirectly be liable with in respect to of any Indebtedness, exceptother than, without duplication, the following: (a) Indebtedness outstanding on the Closing Date and identified in ITEM 7.2.2(a) (i"Ongoing Indebtedness") of the Obligations Disclosure Schedule, and (ii) refinancings and replacements thereof in a principal amount not exceeding the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate principal amount of such the Indebtedness under this clause (ii) does so refinanced or replaced and with an average life to maturity of not exceed $287,500,000less than the then average life to maturity of the Indebtedness so refinanced or replaced; (b) Indebtedness in respect of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Credit Extensions and other Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured to the extent (but only to the extent) otherwise permitted by SECTION 7.2.7, Indebtedness incurred by Company or any of its Restricted Subsidiaries that is represented by Capitalized Lease Liabilities, mortgage financings or purchase money obligations; PROVIDED, that the maximum aggregate amount of all Indebtedness permitted under this CLAUSE (c) shall not at any time exceed $15,000,000; (d) Hedging Obligations of Holdco, the Company or any other Restricted Subsidiary in respect of the Credit Extensions or otherwise entered into by Holdco, the Company or any other Restricted Subsidiary to hedge against interest rate, currency exchange rate or commodity price risk, in each case arising in the ordinary course of business of Holdco, the Company and such Restricted Subsidiaries and not for speculative purposes; (e) the Intercompany Loan and intercompany Indebtedness (i) (x) of any U.S. Subsidiary that is a Restricted Subsidiary owing to Holdco or any Restricted Subsidiary or (y) of Holdco owing to any Restricted Subsidiary the proceeds of which Indebtedness was applied by Holdco to make payments permitted to be made by Holdco pursuant to clauses (c) and (d) of SECTION 7.2.6, and (ii) of any Non-U.S. Subsidiary that is a Restricted Subsidiary owing to Holdco or any U.S. Subsidiary; PROVIDED that in respect of (A) any such Indebtedness described in this CLAUSE (ii), such Indebtedness (other than any such intercompany Indebtedness incurred to finance any acquisition permitted hereunder) shall not exceed, when taken together with the aggregate amount at such time of all outstanding Investments made pursuant to CLAUSE (m) of SECTION 7.2.5 (other than any such Investments made as part of, or to finance, any acquisition permitted hereunder), $20,000,000 at any time outstanding and (B) any such Indebtedness described in this CLAUSE (e) which is owing to Holdco or any Restricted Subsidiary, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Agents which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than Holdco, the Company or a Subsidiary Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment in cash unless the Agents otherwise consent; (f) Indebtedness of Holdco evidenced by the Senior Subordinated Bridge Notes and Indebtedness of Holdco evidenced by the Senior Subordinated Notes and, in each case, subordinated guarantees thereof, in an aggregate outstanding principal amount not to exceed $140,000,000 (as such amount may be increased by the amount of any Senior Subordinated Bridge Notes issued in lieu of cash interest payments on the Senior Subordinated Bridge Notes) at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to time; PROVIDED that if Holdco issued the Borrower or to any other Restricted SubsidiarySenior Subordinated Bridge Notes on the Closing Date, or all of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor net proceeds of the Senior Subordinated Notes shall be unsecured and subordinated used to refinance in right of payment to the payment whole or in full part an equal principal amount of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accountsSenior Subordinated Bridge Notes then outstanding; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Assumed Indebtedness of the Borrower or another Company and the other Restricted Subsidiary Subsidiaries incurred in connection with respect, in each case, to Indebtedness otherwise an Investment permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness under SECTION 7.2.5 in an aggregate outstanding principal amount not to exceed $15,000,000 at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.time;

Indebtedness. No Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect permit to exist any Indebtedness, except:except (without duplication): (a) (i) the Obligations Indebtedness secured by purchase money security interests and (ii) the “Obligations” under and as defined Capital Leases permitted in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000;Section 5.7(c), (b) Indebtedness of the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements Advances and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness;other Obligations, (c) Unsecured Indebtedness in an aggregate outstanding principal amount not unfunded employee benefit plan obligations and liabilities to exceed at any time $100,000,000;the extent they are permitted to remain unfunded under applicable Law, (d) existing Indebtedness described on Schedule 5.3 and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof (except for increases by any Restricted Subsidiary amount necessary to cover reasonable fees and expenses incurred in connection therewith) or changing the Borrower amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable (except for any increase in interest or fee rates to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (ithen-market rates) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to Party, Agent or any Lender, as determined by Agent, than the limitations set forth in Section 6.7(d)terms of the Indebtedness being refinanced, amended or modified; (e) Indebtedness which may be deemed to exist the extent constituting Indebtedness, Contingent Obligations permitted pursuant to Section 5.6; (f) Indebtedness consisting of intercompany loans and advances made by a Borrower to any Guaranteesother Loan Party or by any Guarantor to a Borrower; provided, performancethat: (A) such Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Agent; (B) the obligations of each loan Party under any such Intercompany Notes shall be subordinated to the Obligations in a manner reasonably satisfactory to Agent; (C) at the time any such intercompany loan or advance is made by such Borrower and after giving effect thereto, statutory such Borrower shall be Solvent; and (D) no Default or similar obligations Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan. (including in connection with g) Indebtedness owed to any Person providing workers’ compensation) , health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto each case incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into Indebtedness of any Loan Party in order to effectively caprespect of performance bonds, collar or exchange interest rates (from floating to fixed ratesbid bonds, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiaryappeal bonds, or to hedge currency exposure or to hedge energy costs or exposure, whichsurety bonds and similar obligations, in any case, are not entered into for speculative purposeseach case provided in the Ordinary Course of Business; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; andSubordinated Debt; (j) Indebtedness in consisting of judgments not otherwise constituting an aggregate outstanding amount Event of Default; (k) other unsecured Indebtedness not to exceed $50,000 (or the Equivalent Amount in Canadian Dollars, as applicable) in the aggregate outstanding at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition time; and (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisitionl) or other Investment Indebtedness permitted by Section 6.7 (collectively, “Deferred Payment Obligations”5.7(c), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding.

Indebtedness. No Loan Party shall, nor and no Loan Party shall it permit any of its Restricted Subsidiaries to, directly or indirectly create, incur or incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to to, any IndebtednessIndebtedness (as hereinafter defined), except: except for (a) the Obligations, (b) Indebtedness existing on the date hereof and set forth on Schedule B to this Agreement, and (c) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the Obligations aggregate outstanding principal amount of all such Indebtedness does not exceed $500,000 at any time and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate principal amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness the lower of the Borrower cost or its Restricted Subsidiaries fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made). The term “Indebtedness” means, with respect to Capital Lease Obligationsany person, sale-lease back transactions and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessionsdate, attachmentswithout duplication, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtedness; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all obligations of such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and person for borrowed money, (ii) any all obligations of such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety person evidenced by bonds, bank guarantees debentures, notes or other similar instruments related thereto instruments, or upon which interest payments are customarily made, (iii) all obligations of such person to pay the deferred purchase price of property or services, but excluding obligations to trade creditors incurred in the ordinary course of businessbusiness and not past due by more than ninety (90) days, (iv) all capital lease obligations of such person, (v) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or pursuant similar off-balance sheet financing product, (vi) all obligations of such person to purchase securities (or other property) which arise out of or in connection with the issuance or sale of the same or substantially similar securities (or property), (vii) all contingent or non-contingent obligations of such person to reimburse any appeal obligation, appeal bond bank or other person in respect of amounts paid under a letter of credit in respect or similar instrument, (viii) all equity securities of judgments that do not constitute an Event such person subject to repurchase or redemption otherwise than at the sole option of Default under Section 8.1(k); such person, (fix) Indebtedness in connection with cash management agreementsall “earnouts” and similar payment obligations of such person, netting services, overdraft protections and otherwise in connection with deposit accounts; (gx) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees all indebtedness secured by a Restricted Subsidiary Lien on any asset of Indebtedness such person, whether or not such indebtedness is otherwise an obligation of such person, (xi) all obligations of such person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the Borrower risks of that person arising from fluctuations in currency values or another Restricted Subsidiary with respectinterest rates, in each casecase whether contingent or matured, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (iixii) in the case all obligations or liabilities of Guarantees others guaranteed by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (and, in the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingperson.

Indebtedness. No Loan Party shallThe Credit Parties will not, nor shall it and will not permit any of its Restricted their Subsidiaries to, directly or indirectly, contract, create, incur incur, assume or assume, or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, except: (a) (i) Indebtedness incurred pursuant to this Agreement and the Obligations and (ii) the “Obligations” under and as defined in the ABL other Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Documents; (bii) Indebtedness of the Credit Parties outstanding on the Effective Date and listed on Schedule 4.13A hereto and any Permitted Refinancing thereof; (iii) Indebtedness pursuant to Hedging Agreements or Interest Rate Protection Agreements entered into by any Subsidiary (other than a Credit Party) as bona fide ▇▇▇▇▇▇ against currency, interest rate or commodity fluctuations in the ordinary course of business and not for speculative purposes; (iv) Indebtedness subject to Liens permitted by Section 7.1(vi); (v) intercompany Indebtedness among the Borrower or and its Restricted Subsidiaries with respect to Capital Lease Obligationsthe extent permitted by Section 7.5(ix); (vi) additional Indebtedness incurred by Norgener, sale-lease back transactions and purchase money Indebtedness S.A. and/or Energia Verde, S.A. in an aggregate principal amount not to exceed $50,000,000 at any time; 100 million (provided that any (A) no Default or Event of Default shall have occurred and be continuing at the time of such incurrence and (B) the agreements governing all such Indebtedness shall be secured only do not contain covenants more restrictive on dividends and asset sales than customarily applicable to financings of the same type by the asset businesses that are similar (including all accessionswith respect to capital structure) and in the same geographical area as Norgener, attachmentsS.A. and Energia Verde, improvements S.A.); and (vii) Indebtedness (including Contingent Obligations) of Gener and its Subsidiaries outstanding or Committed to on the proceeds Effective Date and Permitted Refinancings thereof) acquired in connection with the incurrence of such Indebtedness; (cviii) Unsecured Indebtedness of the Borrower and its Subsidiaries to AES and its Wholly-Owned Subsidiaries so long as (w) the Net Debt Proceeds thereof are applied to prepay the Loans as required by Section 3.3(a), (x) such Indebtedness is expressly subordinated to the Bridge Loans, (y) such Indebtedness is unsecured and does not result in an aggregate outstanding principal amount not the imposition of any Lien upon the assets of the Borrower or its Subsidiaries and (z) all of the terms and conditions of such Indebtedness are reasonably satisfactory to exceed at any time $100,000,000the Administrative Agent; (dix) Indebtedness incurred to finance working capital needs of any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured Gener and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred its Subsidiaries in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter provided that the aggregate amount of credit in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) all Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that clause (iix) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom$20,000,000; and (jx) Indebtedness in an aggregate outstanding a principal amount not to exceed at any time $100,000,000 consisting of purchase price adjustments, earn-outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature 15,000,000 incurred in connection with any Permitted Acquisition (and, in to finance the case of deferred compensation representing, or in substance representing, consideration or a portion of the purchase price in connection with such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted made under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstanding7.5(xv)(A).

Indebtedness. No Loan Party shallCreate, nor shall it permit any of its Restricted Subsidiaries toissue, createincur, incur or assume, become liable in respect of or otherwise become or remain directly or indirectly liable with respect suffer to exist any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount Indebtedness of such Indebtedness under this clause (ii) does not exceed $287,500,000any Loan Party arising pursuant to any Loan Document; (b) Indebtedness of (i) any Loan Party owing to any other Loan Party, and (ii) any Subsidiary (which is not a Guarantor) to any other Subsidiary; (c) Guarantee Obligations incurred (i) by the Borrower or and its Restricted Subsidiaries with of obligations of any Loan Party permitted hereunder and (ii) by the Loan Parties of obligations of Subsidiaries that do not constitute Indebtedness; (d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any Permitted Refinancing Indebtedness in respect to thereof; (e) Indebtedness (including, without limitation, Capital Lease Obligations, sale-lease back transactions and purchase money Indebtedness ) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $50,000,000 2,500,000 at any time; provided that one time outstanding and any such Permitted Refinancing Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds in respect thereof) acquired in connection with the incurrence of such Indebtedness; (cf) Unsecured Surety Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (d) Indebtedness of any Restricted Subsidiary to the Borrower or to and any other Restricted Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (e) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees banker’s acceptances or similar instruments related thereto incurred in arrangements, provided that the ordinary course aggregate amount of business, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of judgments that do such Indebtedness outstanding at any time shall not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accountsexceed $2,500,000; (g) Guarantees by the Borrower of Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1; provided, that (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and (ii) in the case of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7reserved; (h) unsecured Indebtedness of the Borrower and its Subsidiaries, and secured Indebtedness of Foreign Subsidiaries of the Borrower, in an aggregate principal amount, for all such Indebtedness taken together, not to exceed at any one time outstanding $5,000,000; (i) obligations (contingent or otherwise) of the Borrower or any of its Subsidiaries existing or arising under any Specified Swap Agreements Agreement, provided that such obligations are (or were) entered into by such Person in order accordance with Section 6.12 and not for purposes of speculation; (j) reserved; and (k) Indebtedness of a Person (excluding, for the avoidance of doubt, any such Person merged with or into the Borrower or a Subsidiary prior to effectively capthe date hereof) existing at the time such Person is merged with or into a Borrower or a Subsidiary or becomes a Subsidiary, collar provided that (i) such Indebtedness was not, in any case, incurred by such other Person in connection with, or exchange interest rates in contemplation of, such merger or acquisition, (from floating to fixed ratesii) such merger or acquisition constitutes a Permitted Acquisition, from one floating rate to another floating rate or otherwiseand (iii) with respect to any interest-bearing liability or investment of the Borrower or any Restricted such Person who becomes a Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, (A) such Subsidiary is the only obligor in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence respect of such Indebtedness, and (B) to the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required extent such Indebtedness is permitted to be delivered pursuant to secured hereunder, only the assets of such Subsidiary secure such Indebtedness. For purposes of determining compliance with the Dollar-denominated restrictions in any subsection of this Section 5.17.2 on the incurrence of Indebtedness, does not exceed 3.00 to 1.00 and (ii) no Default or Event the Dollar-equivalent principal amount of Default has occurred and is continuing or would result therefrom; and (j) Indebtedness denominated in an aggregate outstanding amount not to exceed at any time $100,000,000 consisting a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date on which such Indebtedness was incurred in the case of purchase price adjustments, earn-outs, deferred compensationterm Indebtedness, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition (andfirst committed, in the case of deferred compensation representingrevolving credit Indebtedness; provided that if such Indebtedness is Permitted Refinancing Indebtedness incurred to modify, refinance, refund, renew or extend other Indebtedness denominated in substance representinga foreign currency, consideration and such modification, refinancing, refunding, renewal or a portion extension would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the purchase price in connection with such Permitted Acquisition) modification, refinancing, refunding, renewal or other Investment permitted by Section 6.7 (collectivelyextension, “Deferred Payment Obligations”), the amount of which such Dollar-denominated restriction shall be deemed not to be have been exceeded so long as such Permitted Refinancing Indebtedness is otherwise permitted by the amount required to be accrued as a liability in accordance with GAAPterms of this Section 7.2. Notwithstanding the foregoing exceptionsor any provision to the contrary in any Loan Document, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 incurred at any time outstandingin reliance on this Section 7.2 shall cause the Foreign Investment Limit in effect at such time to be exceeded.

Indebtedness. No Loan Credit Party shall, nor shall it permit any of its Restricted the Sculptor Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) Indebtedness created hereunder and under the Obligations and (ii) the “Obligations” under and as defined in the ABL other Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000Documents; (b) Indebtedness of existing on the Borrower or its Restricted Subsidiaries with respect to Capital Lease Obligations, sale-lease back transactions Effective Date and purchase money Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any time; provided that any such Indebtedness shall be secured only by the asset (including all accessions, attachments, improvements and the proceeds thereof) acquired in connection with the incurrence of such Indebtednesslisted on Schedule 6.01; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000[Reserved]; (d) Indebtedness of (i) any Restricted Subsidiary to the Borrower or Credit Party to any other Restricted Credit Party or any Sculptor Subsidiary, or of the Borrower and (ii) any Sculptor Subsidiary to any Restricted Credit Party or any other Sculptor Subsidiary; provided that (i) all such any Indebtedness owing owed by a Loan any Credit Party to any Restricted Sculptor Subsidiary that is not a Guarantor Credit Party incurred pursuant to this clause (d) shall be unsecured and subordinated in right of payment to the payment in full of the Obligations (other than contingent or indemnification obligations to which no claim has been asserted or that are not then due and payable) pursuant to terms substantially in the form of Exhibit H (ii) any or such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall other subordination terms as may be subject to the limitations set forth in Section 6.7(dmutually agreed between Borrower and Administrative Agent); (e) current liabilities of the Credit Parties or the Sculptor Subsidiaries incurred in the ordinary course of business but not incurred through (i) the borrowing of money or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (f) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.03; (g) Indebtedness in respect of judgments or awards only to the extent, for the period and for an amount not resulting in a Default; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in the form of either a direct obligation of a Credit Party or Sculptor Subsidiary or in the form of a guaranty by a Credit Party or Sculptor Subsidiary, in each case, with respect to the obligation to refund or repay management, incentive or promote fees previously received from a Sculptor Fund; (j) Indebtedness incurred by a Credit Party or Sculptor Subsidiary arising from agreements providing for indemnification, earn-outs, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of such Credit Party or Sculptor Subsidiary, as applicable, pursuant to such agreements, in connection with permitted acquisitions or permitted dispositions of any business or assets of a Credit Party or Sculptor Subsidiary; (k) Indebtedness which may be deemed to exist pursuant to any Guaranteesguaranties, performance, statutory surety, statutory, appeal or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant including those incurred to any appeal obligationsecure health, appeal bond or letter safety and environmental obligations in the ordinary course of credit business; (l) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with margin accounts, deposit accountsaccounts and cash management services, including, but not limited to (i) credit cards (including, without limitation, “commercial credit cards” and purchasing cards), (ii) stored value cards, and (iii) depository, cash management and treasury services and other similar services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), in each case in the ordinary course of business; (gm) Guarantees by guaranties in the Borrower ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of a Credit Party or Sculptor Subsidiary, as applicable; (n) Indebtedness of any Person that becomes a Restricted Sculptor Subsidiary or Guarantees after the Closing Date, and extensions, renewals, refinancings, refundings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except by a Restricted Subsidiary of Indebtedness of the Borrower or another Restricted Subsidiary with respectan amount equal to unpaid accrued interest, in each case, to Indebtedness otherwise permitted to be incurred premium thereon and any original issue discount pursuant to this Section 6.1the terms thereof, plus other reasonable amounts paid, and fees and expenses reasonably incurred in connection with such extension, renewal, replacement, refunding or refinancing; provided, provided that (i) if such Indebtedness exists at the Indebtedness that time such Person becomes a Sculptor Subsidiary and is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations not created in contemplation of or in connection with such Person becoming a Sculptor Subsidiary; and (ii) in the case of Guarantees by such Person becoming a Loan Party of the obligations of a Restricted Sculptor Subsidiary that is not a Guarantor, such Guarantees shall be permitted by Section 6.7under this Agreement; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Restricted Subsidiary, or to hedge currency exposure or to hedge energy costs or exposure, which, in any case, are not entered into for speculative purposes; (i) other Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant to Section 5.1, does not exceed 3.00 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing or would result therefrom; and (jo) Indebtedness of any Credit Party or Sculptor Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets, including Capital Lease Obligations in an aggregate outstanding principal amount not to exceed at any time $100,000,000 consisting 35,000,000, and extensions, renewals, refinancings, refundings and replacements of purchase price adjustmentsany such Indebtedness that do not increase the outstanding principal amount thereof except by an amount equal to unpaid accrued interest, earn-outspremium thereon and any original issue discount pursuant to the terms thereof, deferred compensationplus other reasonable amounts paid, or other arrangements representing acquisition consideration or deferred payments of a similar nature and fees and expenses reasonably incurred in connection with such extension, renewal, replacement, refunding or refinancing; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, development or improvement; (p) subject to the conditions set forth in subclauses (x) and (y) of this Section 6.01(p), other unsecured, pari passu or junior Indebtedness in an aggregate principal amount not to exceed at any Permitted Acquisition time $75,000,000; provided that (andx) prior to the occurrence of the Fall-Away Trigger, such Indebtedness shall not be secured on a pari passu basis with the Obligations and (y) following the occurrence of the Fall-Away Trigger, the amount of Indebtedness under this Section 6.01(p) that is secured on a pari passu or junior basis with the Obligations shall (A) not exceed $25,000,000 in the aggregate, (B) be subject to an intercreditor agreement on terms acceptable to the Administrative Agent and the Requisite Lenders in their reasonable discretion, (C) not have any obligors that are not the Borrower or Guarantors or be secured by Collateral that does not secure the Loans and (D) not have a Weighted Average Life to Maturity or maturity date earlier than the Weighted Average Life to Maturity and maturity date of the Term Loans; (q) security deposits and obligations under letters of credit and letters of guaranty supporting leases and other obligations of any Credit Party or any Sculptor Subsidiary, in each case entered into in the case ordinary course of deferred compensation representingbusiness; (r) Indebtedness of the Credit Parties or any Sculptor Subsidiaries in the nature of any contingent obligations of any Credit Party or any Sculptor Subsidiary (i) to issue, make or apply the proceeds of any capital calls in its capacity as the general partner, manager, managing member (or the equivalent of any of the foregoing) of any Sculptor Fund or any of their respective Subsidiaries, either now existing or newly created, to or in respect of any Indebtedness of such Persons or (ii) in respect of a pledge of such Credit Party’s or such Sculptor Subsidiary’s Equity Interests in any Sculptor Fund or any of their respective Subsidiaries for the purpose of securing Indebtedness of such Sculptor Fund or any of their respective Subsidiaries, either now existing or newly created; (s) obligations in respect of any Interest Rate Agreement or Currency Agreement entered into in the ordinary course of business and not for speculative purposes, and obligations to repurchase securities under customary repurchase agreements, provided that the securities subject to such repurchase agreements shall have a value no less than the amount that would be customary and prudent to support such repurchase obligations; (t) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (u) Indebtedness owed to (including obligations in respect of letters of credit or bank guaranties and similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former officers, employees, directors, managers, partners, managing members, principals and other personnel (or to current or former officers, employees, directors, managers, partners, managing members, principals and other personnel of such Person’s general partner or equivalent)) or property, casualty or liability insurance or self-insurance in respect of such items, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance, in substance representingeach case in the ordinary course of business; (i) Indebtedness of Qualifying Risk Retention Subsidiaries incurred to finance the purchase or holding of Risk Retention Interests (including, consideration without limitation, any guarantees made by any Qualifying Risk Retention Subsidiary) and (ii) to the extent constituting Indebtedness, the pledge of any Equity Interests in any Qualifying Risk Retention Subsidiary or a portion Sculptor Fund to secure Indebtedness permitted under clause (v)(i); (i) Indebtedness of Alternate Investment Subsidiaries that is non-recourse to the Credit Parties (other than the pledge of any Equity Interests of Alternate Investment Subsidiaries) incurred to finance the purchase or holding of AIS Investments (including, without limitation, any guarantees made by any Alternate Investment Subsidiary), and (ii) to the extent constituting Indebtedness, the pledge of any Equity Interests in any Alternate Investment Subsidiary, Sculptor Fund or other investment vehicle to secure Indebtedness permitted under clause (w)(i); (x) other unsecured or junior lien Indebtedness by any Credit Party or any Sculptor Subsidiary if after giving pro forma effect to the incurrence thereof, the Total Net Leverage Ratio would not exceed (x) prior to the occurrence of the purchase price Fall-Away Trigger, 2.00:1.00 and (y) following the occurrence of the Fall-Away Trigger, 2.50:1.00; provided that any such Indebtedness that is secured on a junior basis with the Obligations shall (A) be subject to an intercreditor agreement on terms acceptable to the Administrative Agent and the Requisite Lenders in their reasonable discretion, (B) not have any obligors that are not the Borrower or Guarantors or be secured by Collateral that does not secure the Loans and (C) not have a Weighted Average Life to Maturity or maturity date earlier than the Weighted Average Life to Maturity and maturity date of the Term Loans; and (i) guaranties by any Credit Party, or guaranties by any Sculptor Subsidiary of Indebtedness of any other Sculptor Subsidiary that is not a Credit Party, in each case with respect to Indebtedness permitted under clauses (a) through (x) of this Section 6.01 (but excluding clauses (n) and (o)), and (ii) extensions, renewals, refinancings, refundings and replacements of Indebtedness permitted under clauses (b) through (y) (other than the Existing Credit Agreement) that, unless such an increase would otherwise be permitted by such clause, do not increase the outstanding principal amount thereof except by an amount equal to unpaid accrued interest, any premium thereon pursuant to the terms thereof, plus other customary fees and expenses reasonably incurred in connection with such Permitted Acquisition) extension, renewal, replacement, refunding or other Investment refinancing; provided further that any such extensions, renewals, refinancings, refundings and replacements shall reduce the basket permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), any such clause by the full amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptions, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness permitted incurred under this Section 6.1 clause (other than Indebtedness permitted under Section 6.1(d) that is owed to a Loan Party or to a Subsidiary of FitBit International Holdings) in excess of $18,000,000 at any time outstandingy).

Indebtedness. No Loan Party Neither Company nor any Guarantor Subsidiary shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur incur, assume or assumeguaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except: (a) (i) the Obligations and (ii) the “Obligations” under and as defined in the ABL Credit Agreement; provided, that the aggregate amount of such Indebtedness under this clause (ii) does not exceed $287,500,000; (b) Indebtedness of any Guarantor Subsidiary to Company or to any other Guarantor Subsidiary, or of Company to any Guarantor Subsidiary; provided, (x) all such Indebtedness shall be evidenced by the Borrower Intercompany Master Note and (y) any payment by any such Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Guarantor Subsidiary to Company or to any of its Restricted Guarantor Subsidiaries for whose benefit such payment is made; (c) Subject to continued compliance with Sections 5.15 and 5.1(k)(B) Indebtedness of any Subsidiary of Company other than the Guarantor Subsidiaries to Company or any Guarantor Subsidiary so long as the proceeds of such Indebtedness are applied to current requirements in respect of working capital, maintenance capital expenditures, operation or payroll in the ordinary course of business of such Subsidiary incurring such Indebtedness or to make payments of debt service in connection with the Alexandria, Virginia and Fairfax, Virginia facilities to the extent that such obligor with respect to Capital Lease Obligationssuch debt service does not otherwise have funds available to make such payments and lease payments in connection with the Delaware County, salePennsylvania facility, in each case to the extent that the obligor with respect to such debt service or lease payments is required to make such payments and payment of such debt service or lease payments would not be prohibited under Section 6.5; provided, that following the occurrence of and continuance of an Event of Default (without prejudicing or impairing any of the Secured Parties’ rights, privileges, powers and remedies with respect thereto, which rights, privileges, powers and remedies are reserved in full) no such Indebtedness may be incurred to make maintenance capital expenditures other than those that, if not made, would materially compromise the ability of a Subsidiary to operate and maintain one or more of the Projects in compliance with law, all such intercompany Indebtedness shall be evidenced by the Intercompany Master Note; (d) (i) Indebtedness of Subsidiaries of Company to Company or any Guarantor Subsidiary, the proceeds of which are used solely to fund one or more Permitted Acquisitions, and (ii) Indebtedness of Foreign Subsidiaries of Company to Company in an amount not to exceed (A) $3,000,000 incurred in any Fiscal Year (with any unused amounts accumulating on a cumulative basis to each subsequent Fiscal Year) or (B) $15,000,000 in the aggregate at any one time outstanding which is incurred after the Closing Date (plus the principal amount of any Indebtedness repaid by a Foreign Subsidiary to Company or any Guarantor Subsidiary after the Closing Date), provided, that (1) the proceeds of such Indebtedness incurred in reliance on this clause (ii) are used to finance the development, construction or capital improvements to renewable energy or waste-lease back transactions to-energy Projects, and purchase money (2) no more than $2,000,000 of such Indebtedness incurred in any Fiscal Year in reliance on this clause (ii) may be incurred with respect to Projects located in jurisdictions outside of the United Kingdom or Europe, and provided, further, with regard to all Indebtedness incurred in reliance on this subsection (d) (1) no such Indebtedness may be incurred at any time that Company and its Subsidiaries are not in compliance with Section 6.8, (2) no such Indebtedness may be incurred to make capital expenditures if after giving effect to such expenditures Company and its Subsidiaries would not be in pro forma compliance with Section 6.8(d) and (3) all such intercompany Indebtedness shall be evidenced by the Intercompany Master Note; (e) (i) Indebtedness of MSW I and/or MSW II to Company with respect to the on-lending of (A) Put Loans in an aggregate principal amount not to exceed $25,000,000, (B) the proceeds of the Put-Related Equity Offering (less the amount of any Investment made pursuant to Section 6.7(n)(i)), (C) Cash and Cash Equivalents from Company’s operations, provided that after giving effect to the incurrence of such Indebtedness and any Investment made pursuant to Section 6.7(n)(ii), unrestricted Cash and Cash Equivalents of Company and the Acquired Business shall not be less than $50,000,000 (provided that for the purposes of calculating such amount, no more than $5,000,000 of Marketable Securities shall be included in such calculation) and/or (D) an equity contribution from Holding to Company to occur within 120 days of the Closing Date in an aggregate amount not to exceed $25,000,000 (less the amount of any equity Investment made pursuant to Section 6.7(n)(iii)), provided that the amounts on-lent to MSW I and/or MSW II pursuant to clauses (A) through (D) immediately above shall be used to pay MSW Put-Related Costs and when added to the equity Investments made pursuant to Section 6.7(n) shall not exceed in the aggregate the amount set forth on the certificate delivered pursuant to Section 5.1(k), (ii) Indebtedness of MSW I and/or MSW II to ARC LLC with respect to the on-lending of the proceeds of the New ARC Notes by ARC LLC to fund MSW Put-Related Costs, (iii) Indebtedness of MSW I and/or MSW II to ARC LLC with respect to the on-lending of the proceeds of the ARC Refinancing Notes by ARC LLC to redeem, refinance, replace, renew or extend the MSW Notes in accordance with clause (n)(i) below, (iv) Indebtedness of ARC LLC to MSW I and/or MSW II with respect to the on-lending of the proceeds of the MSW Refinancing Notes by MSW I and/or MSW II to redeem, refinance, replace, renew or extend the ARC Notes in accordance with clause (n)(i) below, and (v) additional Indebtedness of Excluded Subsidiaries to Company or any Guarantor Subsidiary in an amount not to exceed (A) $10,000,000 incurred in any Fiscal Year (with any unused amounts accumulating on a cumulative basis to each subsequent Fiscal Year) or (B) $30,000,000 in the aggregate at any time; provided one time outstanding which is incurred after the Closing Date, provided, that in each case (1) no such Indebtedness may be incurred at any time such that Company and its Subsidiaries would not be in compliance with Section 6.8, (2) no such Indebtedness may be incurred to make capital expenditures if after giving effect to such expenditures Company and its Subsidiaries would not be in pro forma compliance with Section 6.8(d), and (3) all such intercompany Indebtedness shall be secured only evidenced by the asset Intercompany Master Note, and provided further that notwithstanding anything to contrary in this Agreement, no Credit Party shall cancel any Indebtedness owed to it by any Subsidiary of Company (including all accessions, attachments, improvements and the proceeds thereofother than among Credit Parties) acquired except (a) in connection with the incurrence Foreign Subsidiary restructuring disclosed on Schedule 6.9-B, (b) to the extent such cancellation directly results in material savings (taking into consideration any tax savings) to Company and its Subsidiaries on a group-wide basis and is not done in contemplation of such Indebtednessany event which would give rise to an Event of Default under Sections 8.1(f) or 8.1(g), or (c) for adequate consideration and in the ordinary course of business; (c) Unsecured Indebtedness in an aggregate outstanding principal amount not to exceed at any time $100,000,000; (df) Indebtedness of any Restricted Excluded Subsidiary to the Borrower another Excluded Subsidiary which is its direct or indirect parent or Subsidiary and Indebtedness for any Foreign Subsidiary to any other Restricted another Foreign Subsidiary, or of the Borrower to any Restricted Subsidiary; provided that (i) all such Indebtedness owing by a Loan Party to any Restricted Subsidiary that is not a Guarantor shall be unsecured and subordinated in right of payment to the payment in full of the Obligations and (ii) any such Indebtedness of any Restricted Subsidiary that is not a Guarantor owing to any Loan Party shall be subject to the limitations set forth in Section 6.7(d); (eg) Indebtedness incurred by Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations incurred in connection with Permitted Acquisitions; (h) Indebtedness which may be deemed to exist pursuant to any Guaranteesguaranties, performance, statutory surety, statutory, appeal, bid, payment (other than payment of Indebtedness) or similar obligations (including any bonds or Letters of Credit issued with respect thereto and all reimbursement and indemnity agreements entered into in connection with workers’ compensationtherewith) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business, or pursuant to any appeal obligation, appeal bond or letter of credit ; (i) Indebtedness in respect of judgments that do not constitute an Event of Default under Section 8.1(k); (f) Indebtedness in connection with cash management agreements, netting services, overdraft protections and otherwise in connection with deposit accounts; (gj) Guarantees by performance guaranties in the Borrower ordinary course of business and consistent with historic practices of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries; (k) Indebtedness of a Restricted Subsidiary or Guarantees by a Restricted any Subsidiary of Company to Company or any other Subsidiary of Company, so long as the proceeds are used to fund capital expenditures relating to the modifications to Projects, to the extent required by applicable legal requirements; provided that if and to the extent that such additional capital expenditures are estimated by Company to exceed $40,000,000 in the aggregate during the term of this Agreement, and are not otherwise reimbursable by third parties, Company shall provide such estimate to Administrative Agent for its review, and shall not incur such capital expenditures in excess of $10,000,000 in connection with any such modification until Administrative Agent has had an opportunity to review and provide its comments, except to the extent failure to incur such capital expenditures would in Company’s reasonable judgment either (i) materially compromise its present ability to continue to operate and maintain one or more of its Projects in compliance with law or (ii) expose it or its Affiliates to material liability; (l) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals, refinancings, replacements and extensions expressly provided for in, or contemplated by, the agreements relating to any such Indebtedness (or the related Projects) as the same are in effect on the date of this Agreement and (ii) refinancings, renewals, replacements and extensions of any such Indebtedness in whole or in part at the then prevailing market rates if the non-economic terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being renewed, refinanced, replaced or extended, taken as a whole (considering the economic benefits and disadvantages to Company and its Subsidiaries from such refinancing, replacement, renewal or extension, as well as the economic benefits and disadvantages to Company and its Subsidiaries of the Borrower or another Restricted Subsidiary with respect, in each case, Project to which such Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1relates); provided, that the average life to maturity of such Indebtedness is greater than or equal to that of the Indebtedness being refinanced, replaced, renewed or extended (unless the client with respect thereto undertakes to service such principal through the lease, service or operating agreement of the applicable Project), and provided further, that such Indebtedness permitted under the immediately preceding clause (i) if the Indebtedness that is being guarantied is unsecured and/or subordinated to the Obligations, the Guarantee shall also be unsecured and/or subordinated to the Obligations and or (ii) in the case above shall not (A) include Indebtedness of Guarantees by a Loan Party of the obligations of a Restricted Subsidiary an obligor that is was not a Guarantor, such Guarantees shall be permitted by Section 6.7; (h) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) an obligor with respect to any interest-bearing liability the Indebtedness being extended, renewed, replaced or investment refinanced, (B) exceed the principal amount of the Borrower Indebtedness being renewed, extended, replaced or refinanced plus any Restricted Subsidiary, or to hedge currency exposure or to hedge energy reasonable and customary transaction costs or exposure, which, in and fees and any case, are not entered into for speculative purposes; (i) other premium on the Indebtedness not otherwise permitted hereunder so long as (i) after giving effect to the incurrence of such Indebtedness, the Borrower’s Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the fiscal quarter most recently ended for which financial statements are required to be delivered pursuant paid in connection with such repayment unless the increase in the principal amount of such Indebtedness is permitted under another subsection of this Section 6.1 (provided that such limitation shall not apply with respect to Section 5.1Indebtedness that a client of a Project undertakes to service through the lease, does not exceed 3.00 to 1.00 and service or operating agreement of the applicable Project) or (iiC) no be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; and; (ji) Indebtedness of Company or its Subsidiaries with respect to Capital Leases entered into after the Closing Date and (ii) purchase money Indebtedness of Subsidiaries of Company (excluding any Indebtedness acquired in connection with a Permitted Acquisition) in an aggregate outstanding amount in the case of (i) and (ii) together not to exceed $15,000,000 at any time; provided that any purchase money Indebtedness (A) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (B) shall constitute not less than 85% of the aggregate consideration paid with respect to such asset; (n) (i) any debt securities issued by MSW I, MSW II and/or ARC LLC in a combined aggregate principal amount not to exceed at $665,000,000 plus any time $100,000,000 consisting accrued interest and senior subordinated debt securities or other indebtedness issued by MSW I, MSW II and/or ARC LLC to redeem, refinance, replace, renew or extend any of purchase price adjustmentsthe MSW I Notes, earn-outsthe MSW II Notes and/or ARC Notes in full, deferred compensationin an amount of up to the then aggregate outstanding principal amount of the MSW I Notes or the MSW II Notes (in each case, for the avoidance of doubt, after giving effect to any redemption, refinancing or replacement thereof pursuant to the Indebtedness permitted under 6.1(n)(ii)), or ARC Notes, as applicable in each case, plus any reasonable and customary transaction costs and fees and required premium and debt service reserve requirements in connection therewith (any such debt securities issued by MSW I and/or MSW II, the “MSW Refinancing Notes” and any such debt securities issued by ARC LLC, the “ARC Refinancing Notes”) and guaranties related thereto; provided that the proceeds thereof are used in each case to prepay or redeem the MSW Notes and/or ARC Notes so redeemed, refinanced, replaced, renewed or extended and reasonable and customary fees, commissions, legal fees and other arrangements representing acquisition consideration or deferred payments of a similar nature costs and expenses incurred in connection with such issuance and redemption or prepayment; provided further that (A) (1) the terms of such additional Indebtedness shall not contain any Permitted Acquisition cross-default provisions (andother than for material non-payment, and may include a cross-acceleration provision), (2) the terms of such additional Indebtedness shall not contain any financial maintenance covenants, (3) such additional Indebtedness shall not be secured by any asset of Company or any of its Subsidiaries (other than restricted Cash or Cash Equivalents allocated from the funds representing such Indebtedness securing principal and interest payments to the extent required pursuant to the terms of such additional Indebtedness) that do not, in the case of deferred compensation representingMSW Refinancing Notes, or secure the MSW Notes and in substance representingthe case of ARC Refinancing Notes, consideration or a secure the ARC Notes, (4) no portion of the purchase price in connection with principal of such Permitted Acquisition) or other Investment permitted by Section 6.7 (collectively, “Deferred Payment Obligations”), the amount of which additional Indebtedness shall be deemed scheduled to be the amount required to be accrued as a liability in accordance with GAAP. Notwithstanding the foregoing exceptionsredeemed, no Loan Party shall permit FitBit International Holdings or any of its Subsidiaries or parent entities that are not Loan Parties to, create, incur or assume, repurchased or otherwise become repaid or remain directly or indirectly liable with respect to any Indebtedness permitted under this Section 6.1 prepaid (other than as a result of a change of control, asset sales, receipt of equity and indebtedness proceeds, condemnation and eminent domain, change of control events, acceleration or such other provision as shall be customary for comparable high-yield debt securities) prior to the earlier of (x) the date on which the corresponding portion of the refinanced Indebtedness permitted under Section 6.1(dwould be payable under, for MSW Refinancing Notes, the MSW Notes, or for ARC Refinancing Notes, the ARC Notes, and (y) the date that is owed six months after the Term Loan Maturity Date, and (5) such Indebtedness shall otherwise, taken as a whole, be on non-financial terms no less favorable to the obligors thereon, in any material respects, than the terms of, for MSW Refinancing Notes, the MSW Notes, or for ARC Refinancing Notes, the ARC Notes, taken as a Loan Party whole (considering the economic benefits and disadvantages of such refinancing, replacement, renewal or extension); and (B) after giving effect to a Subsidiary the incurrence of FitBit International Holdingssuch Indebtedness, (1) Company and its Subsidiaries shall be in excess pro forma compliance with the financial covenants set forth in Section 6.8 and (2) no Default or Event of Default shall exist or would result therefrom, (ii) any debt securities issued by MSW I and/or MSW II to finance MSW Put-Related Costs, in an aggregate amount up to $18,000,000 at 425,000,000, plus any time outstanding.reasonable and customary transaction costs and fees and required premium in connection therewith (the “New MSW Notes”); provided that the proceeds thereof are used to pay MSW Put-Related Costs and reasonable and customary fees, com