Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness existing on the date hereof and reflected in the most recent balance sheet of the Loan Parties Borrower referred to in Section 3.05 or incurred after the date hereof under credit facilities in effect on the date hereof, and any extensions, renewals, exchanges or replacements of such Indebtedness to the extent (i) the principal amount of such Indebtedness is not increased (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable fees and expenses incurred in connection with such extension, renewals or replacement), (ii) neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased, (iii) such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lender and (iv) the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created hereunder and under the other Loan Documents; (bc) Surviving intercompany Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals the Borrower and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable Subsidiaries to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness extent permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetSection 6.04(c); (d) Indebtedness (including Capital Lease Obligations) of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than aircraft and aircraft-related equipment purchased by International Lease Finance Corporation and its subsidiaries), 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 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d) shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) other Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance assumed in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of Borrower and its Subsidiaries to finance the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion conduct of such convertible notes into Equity Interests of Parent) to business in the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateordinary course; and (mf) other unsecured Indebtedness of the Borrower or the Subsidiaries; provided that (i) the 2021 Preferred Stock on terms reasonably acceptable proceeds thereof are applied to prepay the Loans as required by Section 2.10(d) and (ii) such Indebtedness shall not mature, and there shall be no scheduled principal payments due under such Indebtedness, prior to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under date that is 30 months after the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentClosing Date.

Indebtedness. CreateNeither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except the followingIndebtedness which, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations when aggregated with Total Adjusted Outstanding Indebtedness of the Loan Parties under Borrower as of the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b)time of incurrence, but creation or assumption thereof, would not any extensions, renewals or replacements of such Indebtedness except exceed (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness sixty percent (60%) of Capitalization Value as the same are in effect on of the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedincurrence, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, however, that, in connection with a portfolio acquisition, for the six (6) consecutive quarters after such acquisition, Total Adjusted Outstanding Indebtedness permitted under the immediately preceding clause may exceed sixty percent (i60%) of Capitalization Value, but in no event exceed sixty-five percent (65%) of Capitalization Value, or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases Secured Indebtedness of the Consolidated Businesses and the Borrower’s proportionate share (determined in accordance with GAAP) of Secured Indebtedness of its Minority Holdings, fifty percent (50%) of the Capitalization Value. In addition, neither the Borrower nor any of its Subsidiaries shall incur, directly or purchase indirectly, Indebtedness for borrowed money Indebtednessfrom the General Partner, unless such Indebtedness is unsecured and expressly subordinated to the payment of the Obligations. For purposes of Section 10.1 only, (i) Total Adjusted Outstanding Indebtedness shall be secured adjusted by deducting therefrom an amount equal to the asset subject lesser of (x) Indebtedness that by its terms is scheduled to such additional Capital Leases mature on or acquired asset in connection with before the incurrence date that is 24 months from the date of such calculation (“Maturing Indebtedness, as the case may be”), and (y) in the case of purchase money IndebtednessUnrestricted Cash, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness Capitalization Value shall be evidenced adjusted by promissory notes deducting therefrom Cash and all such notes shall be subject to a first priority Lien pursuant to Cash Equivalents and adding back the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such caseamount, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided thatif any, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured by which Unrestricted Cash exceeds Maturing Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.0310.1(ii) only, all Obligations outstanding under (i) Secured Indebtedness shall be adjusted by deducting therefrom an amount equal to the Loan Documents will be deemed lesser of (x) Secured Indebtedness that by its terms is scheduled to have been incurred in reliance only mature on or before the exception in clause (a) date that is 24 months from the date of calculation of this Section 7.03. Notwithstanding anything to covenant (“Maturing Secured Indebtedness”), and (y) Unrestricted Cash, and (ii) Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the contrary hereinamount, no Loan Party shall have outstandingif any, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentby which Unrestricted Cash exceeds Maturing Secured Indebtedness.

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, except that, subject to the followinglimitations set forth in Section 10.3(b), without duplication (which constitutes “Permitted Indebtedness”):the following Indebtedness shall be permitted: (ai) Obligations Indebtedness among the MLP, the Issuer and the Restricted Subsidiaries, provided that in the case of Indebtedness owed by the MLP or the Issuer to a Restricted Subsidiary of the Loan Parties under MLP, such Indebtedness is subordinated to the Loan DocumentsNotes on subordination terms approved by the Required Holders; (bii) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect outstanding on the date of this Agreement and listed on Schedule 5.15; (iii) Indebtedness of any Person that becomes a Restricted Subsidiary after the date of this Agreement existing prior to the time such Person becomes a Restricted Subsidiary; provided that such Indebtedness is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (iv) refinancings, refundings, renewals or extensions (“Refinancing Indebtedness”) of Indebtedness incurred pursuant to paragraphs (ii) refinancings and extensions (iii) above (“Existing Indebtedness”), provided that in each such case, (1) neither the MLP, the Issuer, nor any Restricted Subsidiary who is not obligated on the Existing Indebtedness shall become obligated in respect of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedRefinancing Indebtedness, and (2) the average life to maturity thereof amount of such Existing Indebtedness is greater than or not increased except by an amount equal to that a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Refinancing Indebtedness; and (v) Indebtedness under the Notes and the Credit Agreement and other Indebtedness of the Indebtedness being refinanced MLP, the Issuer or extended; provided, such Indebtedness permitted under any Restricted Subsidiary not described by the immediately preceding clause foregoing paragraphs (i) or through (iiiv) above shall not (A) include Indebtedness provided that at the time of an obligor that was not an obligor with respect to incurring the Indebtedness being extendedpermitted by this clause, renewed or refinancedafter giving effect thereto, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, MLP and the Issuer shall be secured by in pro forma compliance with Section 10.12 and Section 10.13 determined as of the asset subject most recent Quarter-End Date for which financial statements have been delivered pursuant to such additional Capital Leases Section 7.1(a) or acquired asset in connection with the incurrence of such IndebtednessSection 7.1(b), as the case may beapplicable, and (y) in the case of purchase money Indebtedness, no Default shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;have occurred and be continuing. (db) Notwithstanding the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesforegoing, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;parties agree that: (i) a Regulated Restricted Subsidiary may incur Indebtedness only if at the time of (iincurring such Indebtedness and after giving effect thereto, the Leverage Ratio of such Regulated Restricted Subsidiary, determined as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) any Loan Party owing or Section 7.1(b), as applicable, does not exceed 5.00 to any other Loan Party and 1.00; (ii) Indebtedness owed by a an Unregulated Restricted Subsidiary that is not a Subsidiary Guarantor Subsidiary to any Loan Party to may incur Indebtedness only if at the extent time of incurring such Indebtedness is permitted and after giving effect thereto, the Leverage Ratio of such Subsidiary Guarantor, determined as an Investment of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.02; provided7.1(a) or Section 7.1(b), thatas applicable, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject does not exceed 5.00 to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent1.00; (jiii) unsecured an Unregulated Restricted Subsidiary not a Subsidiary Guarantor may incur Indebtedness only if at the time of incurring such Indebtedness and after giving effect thereto, the aggregate amount of Indebtedness of all Unregulated Restricted Subsidiaries that are not Subsidiary Guarantors does not exceed an aggregate amount equal to 10% of Consolidated Net Tangible Assets as of the most recently completed fiscal quarter; and (iv) in the event that a Subsidiary (other than the Issuer) owns, directly or indirectly, Equity Interests or other Investments in WIC, in any other Regulated Subsidiary, in SNG or in CIG, such Subsidiary may not incur any Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on Credit Agreement or the exception in clause (aNotes) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur Recourse Equity Contribution Obligations or enter into any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentSwap Contracts.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted at the time of such refinancing remain the only obligors thereon; (b) Indebtedness created hereunder and under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrower and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, 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 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes$20,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with 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 to 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (g) Melody Permitted Indebtedness; (h) Indebtedness incurred by Foreign Subsidiaries for working capital in an aggregate principal amount not exceeding $25,000,000 at any time outstanding, up to $10,000,000 of which may be Guaranteed on an unsecured basis by the Borrower and/or one or more Domestic Subsidiaries; (i) Indebtedness of any Subsidiary that exists at the time such person becomes a Subsidiary and that was not incurred in contemplation of or in connection with the acquisition by the Borrower or a Subsidiary of such person, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness permitted under this Section 6.01; provided, however, that (i) any Loan Party owing to any other Loan Party no Indebtedness of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness owed of Foreign Subsidiaries may be Guaranteed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party the Borrower and the Domestic Subsidiaries only to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, provided for in each case paragraph (Ah) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesabove; (k) Indebtedness in respect of the convertible notesAdditional L/C Facility in an aggregate amount outstanding at any time not to exceed $10,000,000; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures of the Borrower or the Subsidiaries in an aggregate principal amount not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceeding $30,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateSuch Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of Indebtedness incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedaccrued expenses, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services deferred taxes and current operating liabilities (not the result of the borrowing of money) trade accounts payable, in each case incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (iiii) Indebtedness not to exceed $1,000,000 in aggregate principal amount at any one time outstanding in favor of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to such Borrower's Custodian consisting of extensions of credit from the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance Custodian in the ordinary course of business of the Loan Partiesbusiness; (kiv) Indebtedness in respect of judgments or awards that have been in force for less than the convertible notes; provided thatapplicable period for taking an appeal so long as judgments or awards do not constitute an Event of Default and so long as execution is not levied thereunder or in respect of which such Borrower (A) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review or (B) shall have obtained a performance bond, all such which performance bond shall, except to the extent permitted by Section 8.01(vi), be unsecured, and Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateperformance bond; and (mv) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent Indebtedness (other than Indebtedness for borrowed money) arising in its sole discretion. For purposes of determining compliance connection with this Section 7.03, all Obligations outstanding any other transaction permissible under the Loan Documents will be deemed to have been incurred in reliance only on Investment Company Act and such Borrower's investment objectives and fundamental investment restrictions, including, but not limited to, Reverse Repurchase Agreements, mortgage dollar rolls, delayed delivery transactions (provided that the exception in clause assets with respect thereto are segregated), when-issued securities (aprovided that the assets with respect thereto are segregated) of this Section 7.03and loans from other Borrowers or any other Borrower. Notwithstanding anything to the contrary hereincontained in this Agreement, in no Loan Party event shall have outstandingany Borrower contract, create create, incur, assume or incur suffer to exist any Indebtedness owing to any Senior Securities other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to than the Loans and other Obligations in a manner and on terms satisfactory pursuant to the Administrative Agentthis Agreement.

Indebtedness. Create(a) Irish Holdco will not, and will not permit any Restricted Subsidiary to, incur, assume directly or suffer to exist indirectly, any Indebtedness, except and Irish Holdco will not issue any Disqualified Equity Interests and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Equity (other than the followingissuance of Preferred Equity by any Restricted Subsidiary to Irish Holdco or another Restricted Subsidiary that is a Loan Party and, without duplication to the extent such issuance constitutes a Permitted Investment hereunder or is otherwise permitted under Section 6.04, the issuance of Preferred Equity by any Restricted Subsidiary that is not a Loan Party to Irish Holdco or another Restricted Subsidiary); provided, however, Irish Holdco will be entitled to incur Indebtedness or issue Disqualified Equity Interests and any Restricted Subsidiary will be entitled to incur Indebtedness or issue Preferred Equity, so long as (which constitutes “Permitted Indebtedness”): i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect (aincluding giving effect on a pro forma basis) Obligations to such incurrence or issuance, (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (ii) after giving effect to such incurrence or issuance on a pro forma basis for the most recently ended Test Period prior to such incurrence or issuance (or, in the event the proceeds thereof are to be used to finance a Limited Condition Acquisition, prior to the date the definitive agreements for such Limited Condition Acquisition are entered into), the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (but excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Loan Parties under Unrestricted Cash); provided, further, that any such Indebtedness of non-Guarantor Subsidiaries, when combined with all Indebtedness incurred pursuant to Section 6.01(b)(xi) hereof, shall not exceed, in the Loan Documentsaggregate, $60,000,000 at any time outstanding; (b) Surviving Indebtedness listed on Schedule 7.03(bNotwithstanding Section 6.01(a), but not Irish Holdco and its Restricted Subsidiaries will be entitled to incur any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that all of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such following Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;collectively “Permitted Debt”): (i) Indebtedness of The Secured Obligations (iincluding any Incremental Loans) and any Loan Party owing to any other Loan Party and Credit Agreement Refinancing Indebtedness; (ii) Indebtedness owed to and held by Irish Holdco or a Restricted Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is as permitted as an Investment pursuant to under Section 7.026.04; provided, that, in each case that (Ai) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right any subsequent issuance or transfer of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement any Equity Interest that results in any such case, is reasonably satisfactory to the Collateral Agent; Indebtedness being held by a Person other than Irish Holdco or a Restricted Subsidiary and (jii) unsecured any subsequent transfer of such Indebtedness (other than for borrowed moneyto Irish Holdco or a Restricted Subsidiary) that may shall be deemed deemed, in each case, to exist pursuant to any bona fide warranty or contractual service obligations or performance in constitute the ordinary course incurrence of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of by the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided obligor thereon that such Indebtedness matures was not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with permitted by this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.ii));

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Initial Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create(a) The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of the Loan Parties Indebtedness created under the Loan Documents; (bii) Surviving Indebtedness listed existing on the date hereof and set forth in Schedule 7.03(b)6.01, but not any and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms outstanding principal amount thereof; (iii) Indebtedness incurred by the Subsidiaries in connection with broker-dealer and conditions thereof are not less favorable related underwriting and financing activities; (iv) Indebtedness incurred by the Subsidiaries in connection with ordinary course investment activity; (v) Indebtedness of any Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedacquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the average life to maturity thereof is greater than or equal to outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $25,000,000 at any time outstanding; (vi) Indebtedness of any Person that becomes a Subsidiary after the date hereof; (vii) Indebtedness in respect of interest rate and currency Swap Contracts entered into in the ordinary course of business for non-speculative hedging purposes and not as financing; (viii) other Indebtedness of Subsidiaries in an aggregate principal amount not exceeding $25,000,000 at any time outstanding; and (ix) other unsecured Indebtedness, provided that each of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above following conditions shall not have been satisfied: (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (xB) in the case of additional Capital Leases any such Indebtedness of the Company which is a credit facility (whether revolving or purchase money Indebtednessterm) evidenced by a loan agreement, credit agreement or similar document or promissory note, the terms and conditions of the documents to be entered into in connection therewith shall not contain restrictions or conditions (including, without limitation, representations and warranties, covenants or events of default) that are materially more restrictive than the corresponding restrictions and conditions, or pricing that is higher for the remaining term of this Agreement than the pricing, set forth in the Loan Documents, unless the Company concurrently notifies the Administrative Agent thereof and incorporates herein such more restrictive terms or higher pricing; and (C) at the time of the execution of the documents pursuant to which such Indebtedness is to be incurred, the Company shall have delivered to the Administrative Agent, an officer’s certificate signed by a Financial Officer certifying that each of the conditions required to be satisfied in order to incur such Indebtedness in accordance with this Section 6.01(a)(ix)shall have been satisfied and the Company shall be secured by in pro forma compliance with the asset subject financial covenant set forth in Section 6.06 through the Maturity Date after giving pro forma effect to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in incurrence. In the case of purchase money Indebtednessclause (ix)(B) above, if the Administrative Agent at the time so elects by notice to the Company and the Lenders, the incorporation of more restrictive terms or higher pricing shall constitute not less than 75% be deemed to occur automatically without any further action or the execution of any additional document by any of the aggregate consideration paid with respect parties to this Agreement. If the Administrative Agent does not elect to effect such asset;an automatic incorporation, the Administrative Agent shall promptly tender to the Company for execution by it an amendment (executed by the Administrative Agent) incorporating such more restrictive terms or higher pricing and shall promptly deliver a copy of such amendment to the Lenders. (db) No Credit Party (other than the SBA PPP Loan; (eCompany) will create, incur, assume or permit to exist any Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; except (i) Indebtedness of (i) any created under the Loan Party owing to any other Loan Party and Documents, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to exceed $50,000,000 in the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedaggregate for all Credit Parties (other than the Company), that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (jiii) unsecured Indebtedness (with a term of no more than 60 days incurred by a Credit Party other than the Company as bridge financing for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance equity investments in the ordinary course private equity fund of business of which such Credit Party is the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided thatgeneral partner, all if such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of bridge financing is guaranteed by such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in private equity fund and/or its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentlimited partners.

Indebtedness. Create(a) Neither the Borrower nor any of the Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except the followingincurrence of which would cause the Borrower to violate the financial covenant set forth in Section 6.12 (giving effect to such incurrence of Indebtedness on a pro forma basis as if such incurrence (and the application of any proceeds therefrom, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations including the repayment of any Indebtedness with the proceeds of the Loan Parties Indebtedness being so incurred) occurred on the first day of the applicable four fiscal quarter period ended immediately prior to such incurrence) to the extent such Section is in effect as of the date of such determination (or would be in effect after giving effect to such incurrence of Indebtedness). It is understood and agreed that any Indebtedness incurred under Section 6.01(a) of the Loan Documents;Existing Credit Agreement, to the extent such Indebtedness was, at the time of such incurrence, permitted to be so incurred thereunder, shall be deemed to have been incurred under, and in compliance with, this Section 6.01(a) as of the Restatement Effective Date. (b) Surviving Neither the Borrower nor any of its Subsidiaries shall at any time permit the sum, without duplication, of (i) all Indebtedness listed of the Borrower and the Subsidiaries secured by Liens plus (ii) all Indebtedness of the Subsidiaries (including Subsidiaries acquired after the Effective Date) to exceed $500,000,000 at any time outstanding. (c) Notwithstanding anything to the contrary in paragraph (b) of this Section 6.01, the following Indebtedness of the Borrower and the Subsidiaries (including Subsidiaries acquired after the Effective Date) shall not be prohibited by Section 6.01(b) and shall not be included in calculating the levels of Indebtedness permitted under Section 6.01(b) regardless of whether such Indebtedness is secured as permitted by Section 6.02: (i) (x) Indebtedness created under the Loan Documents and (y) other Indebtedness existing on the Effective Date and set forth in Schedule 7.03(b), but not any 6.01 and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include shall not be Indebtedness of an obligor that was not an obligor with respect to the original Indebtedness being extended, renewed or refinancedreplaced (other than in the case of Guarantees otherwise permitted by clause (iii) of this Section 6.01(c)), (B) exceed shall not be in a principal amount that exceeds the principal amount of the Indebtedness being renewedextended, extended renewed or refinancedreplaced (plus any accrued but unpaid interest and redemption premium thereon), or (C) shall not have an earlier maturity date or shorter weighted average life to maturity than the Indebtedness being extended, renewed or replaced and (D) shall be incurredsubordinated to the Obligations to the same extent as the Indebtedness being extended, created renewed or assumed replaced, if any Default or Event of Default has occurred and is continuing or would result therefromapplicable; (cii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that (A) Indebtedness of any Subsidiary (other than a Loan Party) owing to any Loan Party shall be subject to Section 6.04 and (B) Indebtedness of the Borrower to any Subsidiary or of any other Loan Party to any other Subsidiary (other than a Loan Party) shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iii) Guarantees by the Borrower of Indebtedness of any Subsidiary, and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that (A) the Indebtedness so Guaranteed shall not be prohibited by this Section (other than clause (c)(ii)) and (B) Guarantees by any Loan Party of Indebtedness of any Subsidiary (other than a Loan Party) shall be subject to Section 6.04; (A) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness that is assumed by the Borrower or any Subsidiary or that remains Indebtedness of an acquired entity in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, and (B) extensions, renewals and replacements of any such Indebtedness so long as the outstanding principal amount of such extensions, renewals and replacements does not exceed the principal of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and premium thereon), provided that the aggregate principal amount of Indebtedness permitted by this clause (iv) incurred after the Effective Date shall not exceed $100,000,000 at any time outstanding; (v) Indebtedness in respect of Swap Agreements permitted by Section 6.06; and (vi) Indebtedness in respect of any financing or capital lease financing relating to Capital Leases and purchase money Indebtedness the Borrower’s or the Subsidiaries’ sea vessels in an amount not to exceed $1,000,000 in the aggregate 75,000,000 at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the Loan Parties under purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Loan Documentsnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Surviving Indebtedness listed on Schedule 7.03(b)of a Guarantor owed to the Borrower or a Guarantor, but not any extensions, renewals or replacements of such which Indebtedness except shall (i) renewals and extensions expressly provided for in constitute pledged debt under the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and Pledge Agreements, (ii) refinancings and extensions of any such Indebtedness if the be on terms and conditions thereof are not less favorable (including subordination terms) acceptable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, Administrative Agent and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness (iii) be otherwise permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness provisions of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromSection 7.03; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in constituting the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetObligations; (d) Indebtedness outstanding on the SBA PPP Loandate hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesCapitalized Leases and purchase money obligations arising in connection with the acquisition of equipment within the limitations set forth in Section 7.01(i); provided, foreign exchange rates however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000; (f) Guarantees of the Borrower or commodities pricing risks incurred any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business and not for speculative purposesagainst insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (fh) Indebtedness in the form of (i) performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of letters of creditworkers’ compensation claims, bank guaranteesperformance, bankers’ acceptancesbid and surety bonds and completion guaranties, warehouse receipts or similar instruments issued or created in each case, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, thatwhich, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesconsistent with past practices; (k) Indebtedness in respect all obligations of the convertible notes; provided that, all such Indebtedness type described in respect clause (g) of the convertible notes shall be unsecured and subordinated in right definition of payment “Indebtedness” relating to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsQualified Securities; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DatePermitted Mortgage Financings; and (m) other Indebtedness; provided, however, that the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes aggregate principal amount of determining compliance with Indebtedness permitted under this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a7.02(m) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have not exceed $10,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, No Borrower shall incur, assume create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtednessobligations or indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Borrower, and with respect to which adequate reserves have been set aside on its books; (c) purchase money indebtedness (including capital leases) to the extent not incurred or secured by liens (including capital leases) in violation of any other provision of this Agreement; (d) the indebtedness set forth on Schedule 7.03(b)9.9; or as set forth in the latest financial statements of any Borrower submitted to Lender on or prior to the date hereof, but not any extensionsto the extent that there has been no change in or modification of terms of the indebtedness described on such financial statements provided, renewals or replacements of such Indebtedness except that, (i) renewals such Borrower may only make regularly scheduled payments of principal and extensions expressly provided for interest in respect of such indebtedness in accordance with the agreements terms of the agreement or instrument evidencing any or giving rise to such Indebtedness indebtedness as the same are in effect on the date of this Agreement and hereof, (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon Borrower shall not, directly or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not indirectly (A) include Indebtedness amend, modify, alter or change the terms of an obligor that was not an obligor with respect such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof as such may (1) increase the amounts payable thereunder, (2) increase the amount or rate of interest payable thereon (3) cause any payment thereon to the Indebtedness being extendedbe due on any earlier date, renewed or refinanced, (4) provide additional collateral therefor (B) exceed in a principal amount the Indebtedness being renewedredeem, extended retire, defease, purchase or refinancedotherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (Ciii) be incurred, created such Borrower shall furnish to Lender all notices of default or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset demands in connection with such indebtedness either received by any Borrower or on its behalf, promptly after the incurrence of receipt thereof, or sent by such IndebtednessBorrower or on its behalf, concurrently with the sending thereof, as the case may be. No Borrower is, and (y) in the case or will be rendered, insolvent as a result of purchase money Indebtedness, shall constitute not less than 75% any Revolving Loan or any other advance of the aggregate consideration paid with respect credit by Lender to such asset; (d) the SBA PPP LoanBorrower; (e) Indebtedness indebtedness incurred as a result of the refinancing of Option Equipment pursuant to the terms of Section 2.7, provided that, (i) the terms, conditions and amount of any such refinancing shall be on terms no less favorable to any Borrower than the indebtedness being refinanced up to the original principal amount of such indebtedness, or otherwise satisfactory to Lender in respect its sole discretion; (ii) Excess Availability at the time of Swap Contracts designed such refinancing, and after giving effect to hedge against interest ratessuch refinancing, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;is greater than $2,000,000 (f) Indebtedness incurred by any Loan Party 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 indebtedness not to reimbursement-type obligations regarding workers compensation claimsexceed $1,500,000; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred indebtedness described in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPSubordination Agreement; (h) Indebtedness consisting of guarantees indebtedness resulting from endorsement of negotiable instruments a judgment having been rendered against any Borrower that is being appealed in good faith and in a timely manner for collection which adequate reserves acceptable to Lender have been recorded and which is not covered by any Loan Party in the ordinary course of businessinsurance; (i) Indebtedness Borrowings based on the cash value of (i) any Loan Party owing life insurance policies, the proceeds of which are used to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentpay life insurance premiums; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance indebtedness approved by Lender in the ordinary course of business of the Loan Parties;its sole discretion; and (k) Indebtedness indebtedness described in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured Section 9.10(e) and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly otherwise permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agenthereunder.

Indebtedness. Create(a) Irish Holdco will not, and will not permit any Restricted Subsidiary to, incur, assume directly or suffer to exist indirectly, any Indebtedness, except and Irish Holdco will not issue any Disqualified Equity Interests and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Equity (other than the followingissuance of Preferred Equity by any Restricted Subsidiary to Irish Holdco or another Restricted Subsidiary that is a Loan Party and, without duplication to the extent such issuance constitutes a Permitted Investment hereunder or is otherwise permitted under Section 6.04, the issuance of Preferred Equity by any Restricted Subsidiary that is not a Loan Party to Irish Holdco or another Restricted Subsidiary); provided, however, Irish Holdco will be entitled to incur Indebtedness or issue Disqualified Equity Interests and any Restricted Subsidiary will be entitled to incur Indebtedness or issue Preferred Equity, so long as (which constitutes “Permitted Indebtedness”): i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect (aincluding giving effect on a pro forma basis) Obligations to such incurrence or issuance, (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (ii) after giving effect to such incurrence or issuance on a pro forma basis for the most recently ended Test Period prior to such incurrence or issuance (or, in the event the proceeds thereof are to be used to finance a Limited Condition Acquisition, prior to the date the definitive agreements for such Limited Condition Acquisition are entered into), the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (but excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Loan Parties under Unrestricted Cash); provided, further, that any such Indebtedness of non-Guarantor Subsidiaries, when combined with all Indebtedness incurred pursuant to Section 6.01(b)(xi) hereof, shall not exceed, in the Loan Documentsaggregate, $40,000,000 at any time outstanding; (b) Surviving Indebtedness listed on Schedule 7.03(bNotwithstanding Section 6.01(a), but not Irish Holdco and its Restricted Subsidiaries will be entitled to incur any extensions, renewals or replacements all of such the following Indebtedness except (collectively “Permitted Debt”): (i) renewals The Secured Obligations (including any Incremental Term Loans) and extensions expressly provided for any Credit Agreement Refinancing Indebtedness; (ii) Indebtedness owed to and held by Irish Holdco or a Restricted Subsidiary as permitted under Section 6.04; provided, that (i) any subsequent issuance or transfer of any Equity Interest that results in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement being held by a Person other than Irish Holdco or a Restricted Subsidiary and (ii) refinancings and extensions any subsequent transfer of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (xother than to Irish Holdco or a Restricted Subsidiary) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject deemed, in each case, to such additional Capital Leases or acquired asset in connection with constitute the incurrence of such IndebtednessIndebtedness by the obligor thereon that was not permitted by this clause (ii)); (iii) Indebtedness of Irish Holdco to any Restricted Subsidiary and of any Restricted Subsidiary to Irish Holdco or any other Restricted Subsidiary (including, as without limitation, pursuant to any Intercompany Closing Date Loans and to consummate the case may beTransactions (including, without limitation, the Acquisition)); provided that (x) such Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party is a Permitted Investment or is otherwise permitted under Section 6.04, and (y) any Indebtedness consisting of any Intercompany Closing Date Loan shall be represented by a promissory note pledged to the Collateral Agent as provided in the case definition of purchase money IndebtednessIntercompany Closing Date Loan contained herein, and (z) any Indebtedness owing by any Loan Party to a Restricted Subsidiary which is not a Loan Party shall constitute not less than 75% be subordinated in right of payment to the aggregate consideration paid with respect Secured Obligations on a basis, and pursuant to such assetan agreement, reasonably satisfactory to the Administrative Agent; (div) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by Irish Holdco (other than Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Irish Holdco); provided, that on the date of such acquisition and after giving effect thereto on a pro forma basis, either (A) Irish Holdco would be entitled to incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a), or (B) the SBA PPP LoanFixed Charge Coverage Ratio shall be the same or greater than such ratio, in each case as in effect immediately prior to the consummation thereof; (ev) Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 6.01(a), Sections 6.01(b)(iv) or (xvii) or this clause (v); (vi) Swap Contracts designed to hedge against interest ratesAgreements permitted under Section 6.05; (vii) (A) obligations in respect of worker’s compensation and self-insurance and performance, foreign exchange rates bid, stay, customs, appeal, replevin and surety bonds and performance and completion guarantees provided by Irish Holdco or commodities pricing risks incurred any Restricted Subsidiary in the ordinary course of business business, and not for speculative purposes; (fB) Indebtedness incurred by any Loan Party reimbursement and indemnification obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or banker’s acceptances and other similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability obligations specified in clause (A) or other employee benefits to landlords or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party vendors in the ordinary course of business; (iviii) ACH Indebtedness and Indebtedness owed in respect of business credit card programs and any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services; (ix) Indebtedness consisting of any Guarantee by Irish Holdco or any Restricted Subsidiary of Indebtedness or other obligations of Irish Holdco or any of its Subsidiaries; provided that the aggregate amount of Indebtedness and other payment obligations (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 ACH Indebtedness) of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall constitute Permitted Investments (without giving effect to clause (11) thereof) or otherwise be permitted under Section 6.04; provided, further, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (x) Capital Lease Obligations, Synthetic Lease Obligations and Indebtedness incurred after the Closing Date in respect of purchase money indebtedness and Permitted Refinancing Indebtedness in respect thereof and in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (x), does not exceed the greater of $15,000,000 or 1.00% of Total Assets; (xi) Other Indebtedness of non-Guarantor Subsidiaries and Foreign Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (xi), does not exceed the greater of $15,000,000 or 1.00% of Total Assets; (xii) Indebtedness of Irish Holdco or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums with the providers of such insurance or their affiliates or (ii) take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (xiii) Indebtedness incurred in connection with judgments, decrees, attachments or awards that do not constitute an Event of Default; (xiv) Indebtedness in the form of (i) guarantees of loans and advances to officers, directors, consultants and employees, in an aggregate amount not to exceed $5,000,000 at any Loan Party owing to any other Loan Party one time outstanding, and (ii) reimbursements owed to officers, directors, consultants and employees of Irish Holdco or any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies; (xv) Indebtedness owed by consisting of obligations to make payments to current or former officers, directors and employees of Irish Holdco, any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies, their respective estates, spouses or former spouses with respect to the cancellation, purchase or redemption of Equity Interests of Irish Holdco, any of its Subsidiaries, or any of Irish Holdco’s direct or indirect parent companies to the extent permitted under Section 6.04; (xvi) Indebtedness (i) incurred in connection with a Subsidiary Permitted Receivables Facility that is not a Guarantor recourse to Irish Holdco or any Restricted Subsidiary to any Loan Party to or (ii) incurred for working capital purposes, in an aggregate principal amount on the extent such date of incurrence that, when taken together with the principal amount of all other Indebtedness is permitted as an Investment then outstanding and incurred pursuant to Section 7.02; providedthis clause (xvi), that, in each case does not exceed $50,000,000; (xvii) (A) all the Horizon Convertible Notes (and any Guarantees thereof by Irish Holdco), (B) any other Indebtedness that is outstanding on the Closing Date and set forth in Schedule 6.01, (C) the New Horizon Unsecured Notes (and any Guarantees thereof by the Guarantors and (D) any refinancing, extensions, renewals or replacements of any such Indebtedness shall be evidenced by promissory notes that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and all premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated with such notes shall be subject to a first priority Lien Indebtedness)); (xviii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of Irish Holdco or any of its Restricted Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions, the Collateral Documents Acquisition or permitted Dispositions; (xix) Alternative Incremental Facility Indebtedness and Permitted Refinancing Indebtedness in respect thereof provided that (A) no Default or Event of Default shall have occurred and be continuing on the date of incurrence thereof, both immediately prior to and immediately after giving effect to such incurrence, and (B) all as of the end of the most recently ended Test Period prior to the effectiveness of such Alternative Incremental Facility Indebtedness (or, to the extent Lenders funding the Alternative Incremental Facility Indebtedness agree, in the case the proceeds thereof are used to finance a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into) on a pro forma basis (after giving effect to the use of proceeds of such Alternative Incremental Facility Indebtedness and any Permitted Acquisition or other acquisition or Investment to be consummated in connection therewith) (x) the First Lien Net Leverage Ratio shall be less than 3.50:1.00 (calculated based on the same assumptions as those set forth in Section 2.17(d)(ii)(B)(I) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)) and (y) the Total Net Leverage Ratio shall be less than 5.75:1.00 (calculated based on the same assumptions as those set forth in Section 2.17(d)(ii)(B)(II) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)); (xx) Indebtedness in the form of an intercompany note issued in connection with a Permitted Acquisition involving a tender offer followed by a short form merger (i.e. a statutory short form merger that requires no further approvals to consummate); provided that (i) such short form merger is consummated within five Business Days of the incurrence of such Indebtedness and (ii) not later than three Business Days after consummation of the related short form merger, such Indebtedness (x) is extinguished or retired or (y) otherwise constitutes a Permitted Investment; and (xxi) Indebtedness of Irish Holdco or of any of the Restricted Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with all other Indebtedness of Irish Holdco and the Restricted Subsidiaries then outstanding and incurred pursuant to this clause (xxi), does not exceed the greater of $60,000,000 or 2.50% of Total Assets. (c) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be unsecured calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing; (d) The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Irish Holdco dated such date prepared in accordance with GAAP. (e) Irish Holdco will not, and will not permit any Guarantor to, directly or indirectly incur any Indebtedness (including Permitted Debt) that is subordinated or junior in right of payment to any Indebtedness of Irish Holdco or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the payment in full of Obligations or the Obligations pursuant applicable Guarantee to the terms extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Irish Holdco or such Guarantor, as the applicable promissory notes or an intercompany subordination agreement case may be; provided, that in any such case, is reasonably satisfactory to the Collateral Agent; (ji) unsecured Indebtedness (other than for borrowed money) that may shall not be deemed to exist pursuant treated as subordinated or junior to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; other Indebtedness merely because it is unsecured and (kii) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall not be unsecured and treated as subordinated or junior in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that Indebtedness merely because such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance has a junior priority with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing respect to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentcollateral.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted at the time of such refinancing remain the only obligors thereon; (b) Indebtedness created hereunder and under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrower and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, 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 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes$20,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with 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 to 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (g) Melody Permitted Indebtedness; (h) Indebtedness incurred by Foreign Subsidiaries for working capital in an aggregate principal amount not exceeding $25,000,000 at any time outstanding, up to $10,000,000 of which may be Guaranteed on an unsecured basis by the Borrower and/or one or more Domestic Subsidiaries; (i) Indebtedness of any Subsidiary that exists at the time such person becomes a Subsidiary and that was not incurred in contemplation of or in connection with the acquisition by the Borrower or a Subsidiary of such person, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness permitted under this Section 6.01; provided, however, that (i) any Loan Party owing to any other Loan Party no Indebtedness of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness owed of Foreign Subsidiaries may be Guaranteed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party the Borrower and the Domestic Subsidiaries only to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, provided for in each case paragraph (Ah) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesabove; (k) Indebtedness in respect of the convertible notesAdditional L/C Facility in an aggregate amount outstanding at any time not to exceed $10,000,000; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures of the Borrower or the Subsidiaries in an aggregate principal amount not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceeding $30,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateCompany shall not permit its Subsidiaries which are not Subsidiary Guarantors to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness in excess of an aggregate amount equal to exist any Indebtedness15% of Consolidated Net Worth of Company as of the last day of the most recently ended Fiscal Quarter for all such non-Subsidiary Guarantors, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;for: (i) Indebtedness existing on the date hereof and set forth in Schedule 7.1 and any refinancing, extension or renewals thereof to the extent the principal amount of such Indebtedness is not increased (i) any Loan Party owing except by an amount equal to any the unpaid accrued interest and premium thereon or other Loan Party amounts paid, and fees and expenses incurred, in connection with such refinancing, extension or renewal), and neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased; (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary under intercompany loans made to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced Subsidiary by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes Company or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral AgentSubsidiary; (jiii) unsecured Indebtedness up to an aggregate of $1.5 billion incurred in connection with a Permitted Receivables Transaction; (other than for borrowed moneyiv) that Indebtedness which may be deemed to exist pursuant with respect to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan PartiesHedge Agreements; (kv) Indebtedness that may exist in respect of the convertible notes; provided that, all deposits or payments made by customers or clients of such Subsidiaries; (vi) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (vii) Indebtedness up to an aggregate of $200,000,000 incurred in connection with or as a component of the convertible notes shall be unsecured purchase price of any property or that was existing on any property or any Person acquired by such Subsidiary at the time of acquisition thereof and subordinated assumed in right of payment to the payment in full connection with such acquisition (other than Indebtedness issued in connection with, or in anticipation of, such acquisitions), and any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) refinancing, extension or renewals thereof to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following extent the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes principal amount of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated not increased (except by an amount equal to the Loans unpaid accrued interest and premium thereon or other Obligations amounts paid, and fees and expenses incurred, in a manner connection with such refinancing, extension or renewal), and on terms satisfactory neither the final maturity nor the weighted average life to the Administrative Agent.maturity of such Indebtedness is decreased; and

Indebtedness. Create, incur, assume or suffer to exist exist, or ------------ otherwisebecome or be liable in respect of any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness except: (a1) Obligations of the Loan Parties under the Loan DocumentsThe Obligations; (b2) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals Trade debt or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks accounts payable incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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 paid within sixty (60) days after the same has become due and payable or which is being contested in respect good faith, provided provision is made to the reasonable satisfaction 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 claimsthe Administrative Agent for the eventual payment thereof in the event it is found that such contested trade debt is payable by the Companies; (g3) Indebtedness secured by Liens permitted under Paragraph 12(a) above; (4) Indebtedness which is unsecured; (5) Indebtedness incurred by any Loan Party in respect of accounts payable pursuant to trade creditors for goods repurchase and services and current operating liabilities (not gestation financing agreements, whether such Indebtedness is shown on the result books of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPCompanies as a sale or as a financing; (h6) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection which is by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and its terms subordinated in right of payment to the payment Obligations and which is evidenced by instruments and agreements in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is form and content reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent; (7) Indebtedness attributable to collateralized mortgage obligations of the Companies or any Affiliate thereof; (8) Indebtedness incurred pursuant to additional financing secured by Construction Loans of the type which serve as Collateral for the Tranche D Facility; provided, however, that the Companies may not enter -------- ------- into any such financing arrangement, nor incur additional outstanding Indebtedness under any such existing financing arrangement, at any time when the amount of availability under the Tranche D Facility equals or exceeds the amount of additional Indebtedness sought to be incurred; (9) Permitted Other Debt; and (10) Indebtedness not specifically referred to above but reflected in the financial statements referred to in Paragraph 12(a) above, and extensions, renewals, and refinancings of such Indebtedness.

Indebtedness. CreateThe Borrower will not, and will not permit any of the Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of Indebtedness incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (bii) Surviving Existing Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b6.04 (as reduced by any permanent repayments of principal thereof) and, in each case, any subsequent extension, renewal or refinancing thereof, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding (or, in the case of a revolving line of credit, the amount committed on the Closing Date (as reduced by any permanent commitment reductions thereunder)) at the time of any such extension, but not any extensionsrenewal or refinancing, renewals or replacements and neither the final maturity nor the Weighted Average Life to Maturity of such Indebtedness except (i) renewals and extensions expressly provided for in is decreased, such Indebtedness, if subordinated to the agreements evidencing any such Indebtedness as the same are in effect Obligations, remains so subordinated on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that original obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under remain the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromonly obligors thereon; (ciii) Indebtedness with respect to Capital Leases of the Borrower and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in Restricted Subsidiaries under Interest Rate Protection Agreements or Other Hedging Agreements, so long as the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence entering into of such Indebtedness, as the case may be, Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and are not for speculative purposes; (fiv) Indebtedness of the Borrower and the Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness described in Section 6.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause (iv) exceed $25,000,000 at any time outstanding; (v) Indebtedness constituting Intercompany Loans to the extent permitted by Section 6.05(viii); (vi) Indebtedness consisting of guaranties or other Contingent Obligations (x) by the Borrower and the Wholly-Owned Restricted Subsidiaries that are Subsidiary Guarantors of each other’s Indebtedness and other obligations permitted under this Agreement (other than guaranties of Non-Recourse Indebtedness, Permitted Funding Indebtedness or any Indebtedness permitted under Section 6.04(xvii); provided that the Borrower (but no other Credit Party) may, on an unsecured basis, guarantee the Permitted Funding Indebtedness of a Subsidiary Guarantor), (y) by Wholly-Owned Restricted Subsidiaries that are not Credit Parties of each other’s Indebtedness or other contractual obligations permitted under this Agreement (in each case other than guaranties of Non-Recourse Indebtedness or Securitization Indebtedness) and (z) of Indebtedness and other obligations (including any Permitted Funding Indebtedness) so long as such guaranty or other Contingent Obligation is otherwise permitted as an Investment under Section 6.05 (other than Section 6.05(xi)); (vii) Indebtedness of a Restricted Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness is not guaranteed in any respect by the Borrower or any Loan Party in respect Restricted Subsidiary (other than any acquired Person that becomes a Restricted Subsidiary) and (z) the aggregate principal amount of letters all Indebtedness permitted by this clause (vii) (other than Permitted Funding Indebtedness) shall not exceed $50,000,000; (viii) Indebtedness arising from the honoring by a bank or other financial institution of credita check, bank guarantees, bankers’ acceptances, warehouse receipts draft or similar instruments issued or created instrument drawn against insufficient funds in the ordinary course of business, including in respect so long as such Indebtedness is extinguished within three Business Days of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other its incurrence; (ix) Indebtedness of the Borrower and the Restricted Subsidiaries with respect to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in accordance connection with customary terms and paid within the specified time, unless contested enforcement of rights or claims of the Borrower or any Restricted Subsidiary or in good faith by appropriate proceedings and reserved for substantially connection with judgments that do not result in accordance with GAAPa Default or an Event of Default; (hx) Indebtedness consisting of guarantees resulting from endorsement the Borrower or any Restricted Subsidiary which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of negotiable instruments for collection assets in connection with transactions otherwise permitted hereunder, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any Loan Party other Person except as permitted by Section 6.04(vi); (xi) Permitted Funding Indebtedness; (xii) Non-Recourse Indebtedness; (xiii) to the extent constituting Indebtedness, Indebtedness under Excess Spread Sales incurred in the ordinary course of business; (iA) Indebtedness of (i) the Borrower or any Loan Party owing Restricted Subsidiary which may be deemed to exist pursuant to earn-out arrangements upon the achievement of certain future performance goals of the respective Acquired Entity in connection with Permitted Acquisitions, so long as any such obligations are those of the Person making the respective Permitted Acquisition and are not guaranteed by any other Loan Party and (iiPerson except as permitted by Section 6.04(vi) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such any Indebtedness 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 Borrower or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that Restricted Subsidiary which may be deemed to exist pursuant to any bona fide warranty deferred purchase price, installment payment or contractual service obligations similar arrangement in connection with the purchase of MSR, Servicing Advances, REO Assets, servicing rights, Residual Interests Excess Spreads, residential or performance commercial mortgage loans or Securitization Assets, provided such Indebtedness is on terms consistent with standards acceptable to the industry; (xv) [reserved]; (xvi) [reserved]; (xvii) Indebtedness of any Restricted Subsidiary that is a general partner of a Permitted Fund solely as a result of such Restricted Subsidiary being a general partner of a Permitted Fund but only so long as such Restricted Subsidiary is in compliance with Section 6.13; (xviii) Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements, in each case incurred in the ordinary course of business of the Loan Partiesbusiness; (kxix) so long as no Default or Event of Default then exists or would result therefrom, additional unsecured Indebtedness incurred by the Borrower and the Restricted Subsidiaries (other than a Non-Recourse Entity) in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding; (xx) Indebtedness consisting of undrawn letters of credit and reimbursement obligations with respect to letters of credit issued for the benefit of the Borrower or any Restricted Subsidiary; provided that the aggregate face amount of all such letters of credit at any time outstanding shall not exceed L/C Cap; (xxi) Permitted External Refinancing Debt of any Credit Party, and any Permitted Refinancing thereof; and (xxii) Indebtedness of the Credit Parties in respect of the convertible notes; provided that, all such Indebtedness Second Lien Senior Subordinated PIK Toggle Notes in respect an aggregate principal amount of up to $250,000,000 plus the convertible notes shall be unsecured and subordinated amount of any increase in right of payment to the payment in full (other than any payment outstanding principal amount thereof as a result of the conversion issuance of such convertible notes into Equity Interests of ParentPIK Interest (as defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) to the Obligations; (l) other unsecured Indebtednessin connection therewith, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03each case, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee less the aggregate amount of any Loan Party unless such Indebtedness is expressly permitted hereunder principal payments made thereon (other than in connection with a Permitted Refinancing thereof), and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentany Permitted Refinancing thereof.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed on of the Borrowers and their Subsidiaries set forth in Schedule 7.03(b)7.01 (and renewals, but not any extensions, renewals or replacements refinancings and extensions thereof; provided that (x) the amount of such Indebtedness except is not increased at the time of such renewal, refinancing or extension, (iy) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the obligor thereon maturity date of such renewal, refinancing or to extension shall be a date after the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness (including obligations in an amount respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrowers or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together along with all Indebtedness incurred pursuant to Section 7.01(i) shall not to exceed $1,000,000 in the aggregate 150,000,000 at any one time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in the case of additional Capital Leases or purchase money Indebtedness, no such Indebtedness shall be secured by refinanced for a principal amount in excess of the asset subject to such additional Capital Leases or acquired asset in connection with principal balance outstanding thereon at the incurrence time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetrefinancing; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrowers or any Subsidiary existing or arising under any Swap Contracts, provided that such obligations are (eor were) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with purchases, sales, liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposespurposes of speculation or taking a “market view; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, other Indebtedness incurred by the Borrowers or any Loan Party in respect of letters of credittheir Subsidiaries after the Closing Date, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; provided that (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment (ii) the Borrowers shall have delivered to the payment in full of the Obligations pursuant Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the terms incurrence of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory Indebtedness and to the Collateral Agentconcurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10(a)-(b); (jg) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties[reserved]; (kh) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date[reserved]; and (mi) in addition to the Indebtedness otherwise permitted by this Section 7.01, other secured Indebtedness incurred by the Borrowers or any of their Subsidiaries after the Closing Date, provided that (i) the 2021 Preferred Stock on terms reasonably acceptable Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in its sole discretion. For purposes of determining compliance with this the financial covenants set forth in Section 7.03, 6.10(a) and (b) and (ii) the aggregate principal amount of all Obligations outstanding under the Loan Documents will be deemed secured Indebtedness taken together along with all Indebtedness pursuant to have been incurred in reliance only on the exception in clause (aSection 7.01(c) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentnot exceed $150,000,000.

Indebtedness. Create(i) Neither Holdings, incurexcept with respect to subsections (a) and (e) below, assume (ii) nor Borrower, nor any of Borrower’s Subsidiaries, will create, incur or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed existing on the date hereof and described in Schedule 7.03(b5.22; (c) subject to subsection (k) of this Section 6.17, purchase money Indebtedness incurred in connection with the purchase of any Equipment (other than Compression Units or Inventory); provided that, but the amount of such purchase money Indebtedness shall be limited to an amount not in excess of the purchase price of such Equipment; (d) Indebtedness which represents an extension, refinancing, or renewal of any extensionsof the Indebtedness described in clauses (b) and (c) hereof; provided that, renewals (i) the principal amount or replacements interest rate of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and is not increased, (ii) refinancings and extensions any Liens securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such Indebtedness if the terms and conditions thereof extension, refinancing, or renewal are not less favorable to the obligor thereon thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Lenders than Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness being refinanced or extended, must include subordination terms and conditions that are at least as favorable to the Agent and the average life to maturity thereof is greater than or equal to Lenders as those that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect were applicable to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, or extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness owing by any Loan Party to any other Loan Party with respect to intercompany loans, provided further, that: (i) the applicable Loan Parties shall have executed on the Original Closing Date, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by any Loan Party to another Loan Party, which Intercompany Notes shall be in respect form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent pursuant to the Security Agreement as additional collateral security for the Secured Obligations; (ii) the Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Agent; (iii) the obligations of Swap Contracts designed the Borrower under any such Intercompany Notes shall be subordinated to hedge against interest ratesthe Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Agent; (iv) at the time any such intercompany loan or advance is made by the Borrower and after giving effect thereto, foreign exchange rates the Borrower shall be Solvent; and (v) no Default or commodities pricing risks incurred in the ordinary course of business Unmatured Default would occur and not for speculative purposes;be continuing after giving effect to any such proposed intercompany loan. (f) Indebtedness incurred Contingent Obligations (i) by any Loan Party in respect endorsement of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts instruments for deposit or similar instruments issued or created collection in the ordinary course of business, including (ii) consisting of the Reimbursements Obligations and (iii) consisting of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party if the primary obligation is expressly permitted elsewhere 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 claimsthis Section 6.17; (g) Indebtedness incurred by any Loan Party in respect Subject to subsection (k) of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified timethis Section 6.17, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPCapitalized Lease Obligations; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business[Reserved]; (i) Indebtedness arising under Rate Management Transactions having an aggregate notional amount not exceeding fifty percent (50%) of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary the Aggregate Commitment, provided that such Rate Management Transaction is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness with an Affiliate of Borrower and is permitted as made on an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentarm’s-length basis; (j) Other unsecured Indebtedness issued by a Loan Party or any of its Subsidiaries; provided that, (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Facility Termination Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that which taken as a whole are materially more restrictive on the Borrower or any of its Subsidiaries than then available market terms and conditions for borrowed money) comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof or this Facility; provided that may be deemed to exist pursuant to any bona fide warranty the terms of such refinancing, refunding, renewing, or contractual service obligations or performance in extending Indebtedness satisfy the ordinary course requirements of business of the Loan Parties;this Section 6.17(j). (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary hereinin subsections (c) and (g) of this Section 6.17, no Loan Party the aggregate outstanding debt with respect to purchase money Indebtedness, as provided in subsection (c) of this Section 6.17 and Capitalized Lease Obligations Indebtedness, as provided for pursuant to subsection (g) of this Section 6.17 shall have outstanding, create or incur not in the aggregate exceed $7,500,000 outstanding at any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentone time.

Indebtedness. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness created hereunder; (b) Surviving Indebtedness listed existing on the Effective Date the principal or face amount of which does not exceed $10,000,000 with respect to each individual item of Indebtedness or that is otherwise set forth in Part A of Schedule 7.03(b)I, but not and any extensionsextension, renewals renewal, refinancing or replacements replacement of any such Indebtedness except so long as (i) renewals and extensions expressly provided for in the agreements evidencing any such existing Indebtedness as the same are in effect on the date of being extended, renewed, refinanced or replaced pursuant to this Agreement clause (b) does not constitute Senior Unsecured Indebtedness or Subordinated Indebtedness and (ii) refinancings and extensions at the time of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon extension, renewal, refinancing or to the Lenders than the Indebtedness being refinanced or extendedreplacement, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; providedafter giving effect thereto, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness the Borrower shall be in compliance with Section 7.10 (the determination of an obligor such ratios to be calculated under the assumption that was not an obligor with respect to such extension, renewal, refinancing or replacement occurred at the Indebtedness being extended, renewed or refinanced, beginning of the respective period) and (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstandinghereunder; provided that any such Indebtedness (x) in the case principal of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may beand interest on, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness all other amounts owing in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in Indebtedness under the ordinary course of business and not for speculative purposes; Existing Credit Agreement (f) Indebtedness incurred by any Loan Party other than in respect of letters of creditcredit which, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created as provided in Section 2.05(m) are to become Letters of Credit hereunder) and Specified Vincor Obligations shall in any event be repaid in full as promptly as practicable following 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of businessArrangement Effective Date; (i) Indebtedness outstanding in respect of (i) any Loan Party owing to any other Loan Party the Senior Unsecured Notes and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) other unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notesSubordinated Indebtedness); provided that, all such Indebtedness in respect of that the convertible notes following conditions shall be unsecured satisfied with respect to such other Indebtedness (each of which shall be fulfilled in form and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms substance reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.): (A) the Net Available Proceeds of such other Indebtedness shall be applied to (x) prepay Loans in accordance with Section 2.10(b)(iii), (y) refinance or pay at maturity the Senior Unsecured Indebtedness (in accordance with Section 7.12) or (z) finance one or more Acquisitions pursuant to Section 7.05(b) (provided that the aggregate principal amount of such Senior Unsecured Indebtedness the Net Available Proceeds of which is applied to finance one or more such Acquisitions shall not exceed U.S.$750,000,000 unless at the time such Indebtedness is incurred, the Senior Debt Ratio is less than or equal to 3.0 to 1 (the determination of such ratio to be calculated as of the last day of the most recently-ended fiscal quarter of the Borrower under the assumption that such Indebtedness was issued at the beginning of the applicable calculation period); (B) the terms of such Indebtedness shall not provide for payment of any portion of the principal thereof prior to the date six months after the final maturity of the Loans hereunder; (C) terms in respect of financial and other covenants, events of default and mandatory prepayments applicable to such Indebtedness shall be no more restrictive in any material respect on the Borrower or any of its Subsidiaries than the terms of the Senior Unsecured Notes; (D) at the time of issuance of such Indebtedness, and after giving effect thereto, the Borrower shall be in compliance with Section 7.10 (the determination of such ratios to be calculated under the assumption that such Indebtedness was issued at the beginning of the respective period and that any other Indebtedness to be retired with the proceeds thereof was in fact retired on such date of issuance), and the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer to such effect setting forth in reasonable detail the computations necessary to determine such compliance (including, if applicable, computations in reasonable detail as to the satisfaction of the conditions specified in clauses (A) above); (E) at the time of such issuance, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing hereunder; and (F) prior to such issuance, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect specified in the foregoing clauses (C), (D) and (E) (and setting forth in reasonable detail the computations necessary to determine compliance with said clause (D) and including, if applicable, computations in reasonable detail as to the satisfaction of the conditions specified in the foregoing clause (A));

Indebtedness. CreateThe Company will not, incurand will not permit any Restricted Subsidiary, assume to create, incur or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) The Loans and other Obligations of the Loan Parties under the Loan Documents; , (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness Senior Secured Loan Documents in an aggregate outstanding amount not to exceed $1,000,000 2,691,000,000 (less the amount of any Indebtedness outstanding, if any, under clause (d) below), (c) Indebtedness of the Company in respect of the New Senior Unsecured Notes; provided that the aggregate principal amount of Indebtedness at any time outstanding under clauses (a) and (c) shall not exceed $500,000,000 and (d) if the Replacement Facilities Effective Date has not occurred and the Existing Loan Agreement (or backstop facilities in replacement thereof) remains outstanding, Indebtedness thereunder in an aggregate principal amount not to exceed $750,000,000 (it being understood that to the extent the Replacement Facilities are outstanding, such Indebtedness under this clause (d) shall not be outstanding at the same time); (ii) Indebtedness of the Company and its Restricted Subsidiaries existing as of the Execution Date and set forth on Schedule 6.18 and additional Indebtedness consisting of working capital facilities, letter of credit facilities, bank guarantee facilities or similar facilities; provided that Indebtedness outstanding in reliance on this clause (ii) shall not in the aggregate at exceed $50,000,000; (iii) Indebtedness consisting of avals by any time outstanding; provided that any such Indebtedness (x) in of the case of additional Capital Leases Company or purchase money Indebtedness, shall be secured by its Restricted Subsidiaries for the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may bebenefit of, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) obligations which are not classified as Indebtedness of, any of the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates Company or commodities pricing risks incurred its Restricted Subsidiaries which are entered into in the ordinary course of business and not for speculative purposesconsistent with standard business practices; (fiv) Indebtedness incurred of any Person that becomes a Restricted Subsidiary after the date hereof (other than the Target and its Restricted Subsidiaries); provided that such Indebtedness existed at the time such Person becomes a Restricted Subsidiary and was not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, and the aggregate principal amount of Indebtedness permitted by this Section 6.18(iv) shall not exceed $25,000,000 at any Loan Party time outstanding; (v) Any Permitted Refinancing Indebtedness in respect of letters any Indebtedness referred to in clauses (i)(b), (i)(c) or (i)(d) (to the extent such Permitted Refinancing Indebtedness otherwise complies with the requirements set forth in clause (i)(d) (it being understood such amount may be increased in compliance with the definition of creditPermitted Refinancing Indebtedness)), bank guarantees(ii), bankers’ acceptances, warehouse receipts (iii) or (iv) above; (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar instruments issued or created transactions in the ordinary course of business, including in respect of workers compensation claims, health, disability or (b) the honoring by a bank or other employee benefits financial institution of a check, draft or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; similar instrument inadvertently (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred except in the ordinary course case of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (hdaylight overdrafts) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party drawn against insufficient funds in the ordinary course of business; (ivii) Receivables Indebtedness of (iexcluding any intercompany Indebtedness among the Company and its Restricted Subsidiaries) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to under Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent6.24; (jviii) unsecured Indebtedness (other than Indebtedness for borrowed money) that may be deemed arising from agreements of the Company or a Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection any acquisition or Disposition otherwise permitted under this Agreement; (ix) Integrated Service Contract Debt in an aggregate amount outstanding at any one time not to exist pursuant to any bona fide warranty or contractual service obligations or performance exceed $100,000,000; (x) Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements and cash management incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts, but only to the Loan Partiesextent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto; (kxi) Indebtedness in respect of performance, surety, customs and appeal bonds, or any indemnity agreement related thereto, arising in the convertible notesordinary course of business; (xii) Other Indebtedness of the Company and the Guarantors; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness does not exceed an amount equal to the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii); (xiii) Guarantee Obligations in respect of Indebtedness permitted under this Section 6.18; provided that (i) if any Indebtedness that is Guaranteed is subordinated to the Obligations then any Guarantee Obligations in respect of such Indebtedness shall be subordinated to the Obligations of the applicable Loan Party to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (ii) no such permitted Indebtedness in respect of the convertible notes Senior Secured Credit Facilities, Senior Notes, New Senior Unsecured Notes and/or the Existing Loan Agreement (or backstop facilities in replacement thereof) (or in each case any Permitted Refinancing Indebtedness thereof) shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary has Guaranteed the applicable Obligations pursuant to a Guaranty and (iii) such Guarantee Obligations shall be incurred in compliance with Section 6.15; (xiv) Intercompany Indebtedness among the Company and its Restricted Subsidiaries in connection with effectuating the Transactions; (xv) Indebtedness in respect of Hedging Agreements permitted by Section 6.21; (xvi) Indebtedness among the Company and its Subsidiaries (including between or among Subsidiaries); provided that, any such Indebtedness owing by any Senior Secured Loan Party to any Subsidiary other than a Senior Secured Domestic Loan Party shall be unsecured; (xvii) So long as no Default or Unmatured Default shall have occurred and be continuing, Indebtedness of the Company and the Guarantors if on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable as of such date as set forth in Section 6.22 of the Senior Secured Credit Agreement less 0.25 to 1.00 (provided that if such ratio under Section 6.22 of the Senior Secured Credit Agreement is 4.00 to 1.00 or less no such reduction of 0.25 to 1.0 shall be made), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and (ii); (xviii) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) outstanding at any time; (xix) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized 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 not in contemplation 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 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause shall not exceed $20,000,000 at any time outstanding; (xx) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (xxi) Indebtedness of the Target and its Restricted Subsidiaries permitted to survive the Acquisition or be incurred thereafter and prior to the Domination Agreement Effective Date under the terms of the Acquisition Documentation (and any Permitted Refinancing Indebtedness in respect thereof) not secured by assets of the Company or its Restricted Subsidiaries (other than the Target and its Subsidiaries) or guaranteed by the Company or its Restricted Subsidiaries (other than the Target and its Subsidiaries); (xxii) Indebtedness consisting of Bi-lateral LC/WC Agreements in an aggregate maximum principal exposure amount at any one time up to $300,000,000 (it being agreed the maximum principal exposure amount in respect of Bi-lateral LC/WC Agreements constituting revolving loan credit facilities outstanding at any one time shall not exceed $50,000,000 (in each case, such cap limitations to be calculated exclusive of any bank guarantee or the like issued in connection with a squeeze-out of any minority shareholders of the Target (i) in accordance with Sec. 327b(3) of the German Stock Corporation Act (Aktiengesetz), (ii) in accordance with Sec. 62 of the German Transformation Act (Umwandlungsgesetz) in conjunction with 327b(3) of the German Stock Corporation Act (Aktiengesetz) or (iii) in relation to a squeeze-out pursuant to 39a and 39b of the German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz)); and (xxiii) Intercompany Indebtedness representing consideration for any intercompany Disposition permitted by Section 6.14(xviii). The accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount or liquidation preferences and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the Exchange Rate or currencies will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.18. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Company dated such date prepared in accordance with GAAP. This Agreement will not treat (1) unsecured and Indebtedness as subordinated or junior in right of payment to the secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior in right of payment in full (to any other than any payment as senior Indebtedness merely because it has a result of the conversion of such convertible notes into Equity Interests of Parent) junior priority with respect to the Obligations; (l) other unsecured Indebtednesssame collateral. Further, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For for purposes of determining compliance with this Section 7.036.18, if an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Indebtedness (or any portion thereof) permitted by this Section 6.18, the Company may, in its sole discretion, classify or divide (and reclassify and redivide) such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.18 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Obligations Indebtedness outstanding under the Loan Documents will this Agreement shall at all times be deemed to have been incurred in reliance only on the exception in pursuant to clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent6.18.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b)7.02 and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof; provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable by an amount equal to the obligor thereon a reasonable premium or to the Lenders than the Indebtedness being refinanced or extendedother reasonable amount paid, and the average life to maturity thereof is greater than or fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to that of any existing commitments unutilized thereunder and the Indebtedness being refinanced direct or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an any contingent obligor with respect to the Indebtedness being extendedthereto is not changed, renewed as a result of or refinancedin connection with such refinancing, (B) exceed in a principal amount the Indebtedness being renewedrefunding, extended renewal or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension; (c) Indebtedness with in respect to Capital Leases of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, that, the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (d) intercompany Indebtedness arising from advances permitted under Section 7.03 (“Intercompany Debt”); provided, that, in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party (i) such Indebtedness shall be subordinated prior to the Secured Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (e) Guarantees in respect of Indebtedness otherwise permitted under this Section 7.02; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted hereunder in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time outstanding5,000,000; provided that any provided, that, such Indebtedness (x) is existing at the time such Person becomes a Subsidiary and was not incurred solely in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence contemplation of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetPerson’s becoming a Subsidiary; (dg) the SBA PPP Loan; obligations (econtingent or otherwise) Indebtedness in respect of existing or arising under any Swap Contracts designed to hedge against interest ratesContract, foreign exchange rates provided, that, (i) such obligations are (or commodities pricing risks incurred were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not for speculative purposes; (f) Indebtedness incurred by contain any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in provision exonerating 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 selfnon-insurance or other Indebtedness with respect defaulting party from its obligation to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable make payments on outstanding transactions to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPdefaulting party; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection evidenced by any Loan Party the Note Agreements in an aggregate principal amount not to exceed C$24,180,908; provided, that, such Indebtedness is subject to the ordinary course of businessIntercreditor Agreement; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02under Secured Cash Management Agreements; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent;and (j) other unsecured Indebtedness (other than for borrowed money) that may be deemed not contemplated by the above provisions in an aggregate principal amount not to exist pursuant to exceed $5,000,000 at any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed 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 Schedule 7.03(b)any such assets prior to the acquisition thereof, but not any and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms 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 conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended(B) 2.00% of Consolidated Net Tangible Assets, and the average life to maturity thereof is greater than or equal to that determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to be delivered pursuant to Section 5.01, at any time outstanding and (iii) with respect to Indebtedness being refinanced incurred by the Borrower pursuant to this clause (b), (x) such Indebtedness shall be of the type described in clauses (a), (b), (c) or extended; provided(h) of the definition of “Indebtedness” or, if solely in connection with any Capital Lease Obligations, such Indebtedness permitted under shall be of the immediately preceding clause type described in clauses (id) or (iie) above of the definition of “Indebtedness” (and for the avoidance of doubt, no Guarantee by the Borrower of Indebtedness of any other Person shall be permitted under this clause (b)) and (y) the aggregate principal amount of all such Indebtedness shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if $50,000,000 at any Default or Event of Default has occurred and is continuing or would result therefromtime outstanding; (c) so long as the Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, Incurrence Conditions shall be secured by satisfied at the asset subject to such additional Capital Leases or acquired asset in connection with the time of incurrence of such Indebtedness, as Indebtedness of a Subsidiary of the case may be, Borrower incurred pursuant to Permitted Receivables Facilities; provided that the aggregate principal amount of Attributable Receivables Indebtedness thereunder shall not exceed the greater of (i) $500,000,000 and (yii) in the case of purchase money Indebtedness, shall constitute not less than 755.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the aggregate consideration paid with respect last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to such assetbe delivered pursuant to Section 5.01, at any time outstanding; (d) Indebtedness existing on the SBA PPP Loan; date hereof and set forth on Schedule 6.01 and extensions, renewals, refinanced and replacements of any such Indebtedness, provided that any such extended, renewed, refinanced or replaced Indebtedness shall not increase the principal amount (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesand, foreign exchange rates or commodities pricing risks incurred in the ordinary course case of business 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 for speculative purposes; (f) Indebtedness incurred by be extended to any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result additional property of the borrowing Borrower or any Subsidiary, none of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by Borrower or any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary originally obligated with respect to any Loan Party to repayment of the extent such original Indebtedness is permitted as an Investment pursuant required to Section 7.02; providedbecome obligated with respect to such Indebtedness, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes not shorten the average weighted maturity of the original Indebtedness and all such notes shall be subject to a first priority Lien pursuant to if the Collateral Documents and (B) all such original Indebtedness shall be unsecured and was subordinated in right of payment to the payment in full Obligations, then the terms and conditions of the Obligations pursuant such Indebtedness must include subordination terms and conditions that are at least as favorable to the terms of Administrative Agent and the Lenders as those that were applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentoriginal Indebtedness; (je) unsecured so long as the Indebtedness (other than for borrowed money) that may Incurrence Conditions shall be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in satisfied at the ordinary course time of business incurrence of such Indebtedness, additional Indebtedness of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured Borrower and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateits Subsidiaries; and (mf) the 2021 Preferred Stock on terms reasonably acceptable letters of credit, letters of guaranty, bankers’ acceptances, surety bonds and other similar bond obligations; provided that with respect to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been any such Indebtedness incurred in reliance only on any transaction or series of related transactions having an aggregate value in excess of $50,000,000 the exception in clause (a) Indebtedness Incurrence Conditions shall be satisfied at the time of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee incurrence of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentIndebtedness.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations in the case of the Parent, Indebtedness owed to a Guarantor, which Indebtedness shall constitute Pledged Debt pursuant to the terms of Article X; (b) in the case of any Loan Party (other than the Borrower), Indebtedness owed to the Borrower or the Parent, which Indebtedness shall constitute Pledged Debt pursuant to the terms of Article X; and (c) in the case of the Loan Parties Parties, (i) Indebtedness under the Loan Documents; (bii) Surviving Existing Indebtedness listed on Schedule 7.03(b)and, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness case of financings secured directly or indirectly by “equipment” described in Section 1110(a)(3)(A)(i) of the Bankruptcy Code (as the same are in effect on the date of this Agreement and (ii) hereof), refinancings and extensions replacements thereof, provided that (A) the principal amount of any such Existing Indebtedness if shall not be increased above the terms and conditions principal amount thereof are outstanding immediately prior to such refinancing or replacement, (B) the maturity of such Existing Indebtedness shall not less favorable to be shortened as a result of such refinancing or replacement, (C) the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the weighted average life to maturity thereof is greater than or equal to that of the such Existing Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not be reduced as a result of such refinancing or replacement, and (AD) include Indebtedness the direct and contingent obligors therefor shall not be changed, as a result of an obligor that was not an obligor or in connection with respect to the Indebtedness being extended, renewed such refinancing or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromreplacement; (ciii) Indebtedness with respect to Capital Leases and purchase money incurred after the Petition Date consisting of Guarantees permitted by Section 7.04; (iv) Indebtedness under the Chicago Construction Loan in an amount not to exceed $1,000,000 6,990,362; (v) debt securities, rent deferral notes and capital expenditure notes for the modification or improvement of aircraft, in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the each case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject issued to such additional Capital Leases or acquired asset existing aircraft lessors and/or Lender in connection with the incurrence modification of existing lease or financing arrangements; (vi) the ATSB Secured Claim in an amount not to exceed $110,000,000; (vii) Indebtedness in connection with retained aircraft and lease cure payment related thereto; (viii) letters of credit issued by banks reasonably acceptable to the Lender to the extent that (i) the Loan Party requesting the issuance of any such letter of credit pledges to and deposits with the issuer of such Indebtednessletter of credit cash collateral in an amount not less than 100% of the face amount of such letter of credit and not in excess of 105% of the face amount of such letter of credit, as the case may be, and (yii) in the case event of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to a drawing under any such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters letter of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course issuer of business, including in respect such letter of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect credit looks first to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect the cash collateral for reimbursement of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party such drawing and (iiiii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party after giving effect to the extent issuance of each such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedletter of credit, that, in each case (A) all the sum of any obligations under such Indebtedness letters of credit shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateexceed $40,000,000; and (mix) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding Indebtedness under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentSouthwest DIP Facility.

Indebtedness. Create, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness evidenced by this Agreement, together with Indebtedness to issuers of letters of credit that are the Loan Parties under the Loan Documentssubject of L/C Undertakings; (b) Surviving Indebtedness listed set forth on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom7.1; (c) Permitted Purchase Money Indebtedness; (d) Subordinated Indebtedness with respect in an aggregate amount not to Capital Leases and purchase money exceed $2,000,000 outstanding at any one time; (e) unsecured Indebtedness incurred by any Borrower in the ordinary course of business for borrowed money, in an aggregate amount not in excess of $2,000,000; (f) Acquired Indebtedness in an amount not to exceed $1,000,000 in the aggregate 5,000,000 outstanding at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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 claimsone time; (g) Indebtedness incurred by not otherwise permitted under this Section 7.1 in an aggregate amount outstanding at any Loan Party in respect of accounts payable time less than or equal to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP$500,000; (h) Indebtedness consisting incurred by GCS (including such Indebtedness assumed in connection with the American Music Acquisition) to purchase musical instruments from trade creditors on extended terms; provided that the amount of guarantees resulting such Indebtedness shall not exceed $7,500,000 at any time outstanding; (i) intercompany indebtedness owed from one Borrower to any other Borrower; (j) endorsement of negotiable instruments for deposit or collection by any Loan Party or similar transactions in the ordinary course of business; (ik) Indebtedness from MCI to any Borrower to the extent permitted under clause (g) of the definition of Permitted Investments; and (l) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b) through (j) of this Section 7.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) any Loan Party owing to any other Loan Party the terms and conditions of such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations by Borrowers, (ii) the net cash proceeds of such refinancings, renewals, or extensions do not result in an increase in the aggregate principal amount of the Indebtedness owed by so refinanced, renewed, or extended, (iii) such refinancings, renewals, refundings, or extensions do not result in a Subsidiary that is not a Guarantor Subsidiary to any Loan Party shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, (iv) to the extent such that Indebtedness that is permitted as an Investment pursuant to Section 7.02; providedrefinanced, thatrenewed, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and or extended was subordinated in right of payment to the payment in full Obligations, then the subordination terms and conditions of the Obligations pursuant refinancing, renewal, or extension Indebtedness must be at least as favorable to the terms of the Lender Group as those applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty refinanced, renewed, or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured extended Indebtedness, provided that and (v) if such Indebtedness matures not less than one hundred eighty (180) days following refinancing, renewal, refunding, or extension involves the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance Senior Notes, such refinancing, renewal, refunding, or extension also complies with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent7.8(c).

Indebtedness. CreateThe Borrower will not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b)under the Euro Facility, but not and any extensionsrenewal and refinancing thereof, renewals or replacements of such Indebtedness except provided (i) renewals that the committed amount thereof is not increased to an aggregate amount greater than the lesser of (A) €850,000,000 and extensions expressly provided for in (B) the agreements evidencing any such Indebtedness as amount permitted under Section 6.19(b) of the same are in effect on the date of this Existing Credit Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders no other Subsidiary (other than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to a Subsidiary that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (ibecomes a borrower thereunder) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with becomes obligated in respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthereof; (c) Indebtedness with respect owed to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases Borrower or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% another Subsidiary of the aggregate consideration paid with respect to such assetBorrower; (d) Indebtedness under performance bonds, surety bonds or letter of credit obligations to provide security under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, and bank overdrafts, in each case, incurred in the SBA PPP Loanordinary course of business; (e) Indebtedness of any Subsidiary existing as of the date hereof (other than Indebtedness described in clause (a) or (b) above), and any renewal and refinancing thereof (including any other Subsidiary becoming a primary obligor in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred thereof); provided that the principal amount thereof is not increased; (f) Indebtedness under Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case either (Ai) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and arises under clause (Bi) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms definition of “Indebtedness” or (ii) would not be reflected as indebtedness on a balance sheet of the applicable promissory notes or an intercompany subordination agreement that in Borrower and its Subsidiaries, calculated on a consolidated basis) under any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateCananwill Securitization; and (mh) Other Indebtedness in an aggregate amount outstanding at any time not to exceed €1,500,000,000 minus the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes amount of determining compliance with this Section 7.03, all Obligations Indebtedness then outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create Euro Facility and any renewal or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentrefinancing thereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b)7.03 and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (i) renewals by an amount equal to a reasonable premium or other reasonable amount paid, and extensions expressly provided for fees and expenses reasonably incurred, in the agreements evidencing connection with such refinancing and by an amount equal to any such Indebtedness as the same are in effect on the date of this Agreement existing commitments unutilized thereunder and (ii) refinancings the terms relating to principal amount, amortization, maturity, and extensions other material terms taken as a whole, of any such Indebtedness if the terms refinancing, refunding, renewing or extending Indebtedness, and conditions thereof of any agreement entered into and of any instrument issued in connection therewith, are not no less favorable in any material respect to the obligor thereon Loan Parties or to the Lenders than the Indebtedness being refinanced terms of any agreement or extended, and the average life to maturity thereof is greater than or equal to that of instrument governing the Indebtedness being refinanced or extended; providedrefinanced, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extendedrefunded, renewed or refinancedextended and the interest rate applicable to any such refinancing, (B) refunding, renewing or extending Indebtedness does not exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthen applicable market interest rate; (c) unsecured intercompany Indebtedness with respect (i) owed by any Loan Party (other than the Company) to Capital Leases and purchase money Indebtedness in an amount not another Loan Party, (ii) owed by any Loan Party to exceed $1,000,000 in the aggregate at any time outstanding; Non-Guarantor Subsidiary (provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent), (iii) owed by the asset subject any Non-Guarantor Subsidiary to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, any other Non-Guarantor Subsidiary and (yiv) in owed by any Non-Guarantor Subsidiary to any Loan Party to the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect extent permitted pursuant to such assetSection 7.02(k); (d) obligations (contingent or otherwise) of the SBA PPP LoanCompany or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of Swap Contracts designed capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes$200,000,000; (f) secured Indebtedness not otherwise permitted by this Section 7.03; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000; (g) Indebtedness of (i) a Person existing at the time such Person became a Subsidiary in connection with any Permitted Acquisition or (ii) the Company or any Subsidiary assumed in connection with the purchase or other acquisition of tangible property or tangible assets pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (h) [Reserved]; (i) unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the case of each incurrence of any such Indebtedness, (A) no Default shall have occurred and be continuing or would be caused by such incurrence and (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents; (j) unsecured Guarantees by any Loan Party Subsidiary of the Company in respect of letters Indebtedness of creditthe Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, bank guarantees, bankers’ acceptances, warehouse receipts such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness; (k) other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed an amount equal to $50,000,000 in the aggregate; and (l) endorsement of negotiable instruments for deposit or collection or similar instruments issued or created transactions in the ordinary course of business, including . Notwithstanding anything 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party this Section 7.03 to the extent such Indebtedness is permitted as an Investment pursuant contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in exist any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness which it is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentparty).

Indebtedness. CreateNeither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to, or permit to exist exist, any Indebtedness, except the followingIndebtedness which, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations when aggregated with Total Adjusted Outstanding Indebtedness of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b)Borrower, but would not any extensions, renewals or replacements of such Indebtedness except exceed (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date sixty percent (60%) of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedCapitalization Value, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, however, that, in connection with a portfolio acquisition, for the six (6) consecutive quarters after such acquisition, Total Adjusted Outstanding Indebtedness permitted under the immediately preceding clause may exceed sixty percent (i60%) of Capitalization Value, but in no event exceed sixty-five percent (65%) of Capitalization Value, or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases Secured Indebtedness of the Consolidated Businesses and the Borrower’s proportionate share (determined in accordance with GAAP) of Secured Indebtedness of its Minority Holdings, fifty percent (50%) of the Capitalization Value. In addition, neither the Borrower nor any of its Subsidiaries shall create, incur, assume or purchase otherwise become liable for, directly or indirectly, or permit to exist, Indebtedness for borrowed money Indebtednessfrom the General Partner, unless such Indebtedness is unsecured and expressly subordinated to the payment of the Obligations. For purposes of Section 10.1 only, (i) Total Adjusted Outstanding Indebtedness shall be secured adjusted by deducting therefrom an amount equal to the asset subject lesser of (x) Indebtedness that by its terms is scheduled to such additional Capital Leases mature on or acquired asset in connection with before the incurrence date that is 24 months from the date of such calculation (“Maturing Indebtedness, as the case may be”), and (y) in the case of purchase money IndebtednessUnrestricted Cash, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness Capitalization Value shall be evidenced adjusted by promissory notes deducting therefrom Cash and all such notes shall be subject to a first priority Lien pursuant to Cash Equivalents and adding back the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such caseamount, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided thatif any, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured by which Unrestricted Cash exceeds Maturing Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.0310.1(ii) only, all Obligations outstanding under (i) Secured Indebtedness shall be adjusted by deducting therefrom an amount equal to the Loan Documents will be deemed lesser of (x) Secured Indebtedness that by its terms is scheduled to have been incurred in reliance only mature on or before the exception in clause (a) date that is 24 months from the date of calculation of this Section 7.03. Notwithstanding anything to covenant (“Maturing Secured Indebtedness”), and (y) Unrestricted Cash, and (ii) Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the contrary hereinamount, no Loan Party shall have outstandingif any, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentby which Unrestricted Cash exceeds Maturing Secured Indebtedness.

Indebtedness. CreateIncur, incurcreate, assume or suffer to exist or otherwise become liable in respect of any Indebtedness, except that the following, without duplication (which constitutes “Permitted Indebtedness”):following shall be permitted: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness listed existing on the Effective Date and set forth in Schedule 7.03(b), but not any 6.01 and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include with Indebtedness of an obligor a similar type that was does not an obligor with respect to increase the Indebtedness being extended, renewed or refinanced, (B) exceed in a outstanding principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthereof; (c) Indebtedness with respect to Capital Leases of the Tower Companies existing on the Effective Date consisting of (i) the Trust Preferred Securities, and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that extensions, renewals and replacements of any such Indebtedness (x) in with Indebtedness of a similar type that does not increase the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, outstanding principal amount thereof and (yii) in the case of purchase money Indebtedness, shall constitute not less than 75% of Convertible Notes until the aggregate consideration paid with respect to such assetmaturity date thereof; (d) Indebtedness in respect of Capital Lease Obligations and Purchase Money Obligations for fixed or capital assets within the SBA PPP Loanlimitations set forth in Section 6.02(d), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided, however, that the aggregate principal amount of all Indebtedness permitted by this Section 6.01(d) shall not exceed $15,000,000 at any one time outstanding; (e) Indebtedness in respect of the Borrower or any Regulated Insurance Company under Swap Contracts designed Obligations to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesextent permitted by Section 6.06; (f) Indebtedness incurred constituting Investments permitted by any Loan Party in respect Section 6.04(d); (g) Indebtedness arising from the honoring by a bank or other financial institution of letters of credita check, bank guarantees, bankers’ acceptances, warehouse receipts draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 5 Business Days of its incurrence; (i) Indebtedness resulting from the endorsements of instruments issued or created for deposit in the ordinary course of business, including (ii) to the extent constituting Indebtedness, obligations 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; purchasing card and credit card arrangements and (giii) Indebtedness incurred by of the Borrower or any Loan Party Subsidiary in respect of accounts payable to trade creditors for goods performance bonds, appeal bonds, surety bonds and services and current operating liabilities (not the result of the borrowing of money) similar obligations, in each case, incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) any repurchase obligations of the Borrower or any Regulated Insurance Company under any Repurchase Agreement and any Repurchase Liability of the Borrower or any Regulated Insurance Company; provided, however, that the aggregate amount of all such obligations and Repurchase Liabilities permitted by this Section 6.01(i) shall not exceed $150,000,000 at any time outstanding; (j) Indebtedness which represents an extension, refinancing or renewal of any of the Indebtedness described in Section 6.01(k) or 6.01(l); provided that, (i) any Loan Party owing to any other Loan Party and the aggregate principal amount of such Indebtedness is not greater than the aggregate principal amount of the Indebtedness so extended, refinanced or renewed, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent interest rate of such Indebtedness is permitted not higher than the interest rate of the Indebtedness so extended, refinanced or renewed (other than an increase of such interest rate to the then current market interest rate for such type of Indebtedness, as an Investment pursuant to Section 7.02; providedapplicable), that, in each case (Aiii) all such Indebtedness shall may be evidenced secured by promissory notes and all the Liens that secured the Indebtedness so extended, refinanced or renewed; provided such notes shall be subject Liens do not extend to any additional property of the Borrower or any Subsidiary, (iv) no Subsidiary is required to become obligated with respect thereto unless previously obligated on such refinanced Indebtedness, (v) such Indebtedness does not result in a first priority Lien pursuant shortening of the maturity of the Indebtedness so extended, refinanced or renewed, (vi) the terms of any such Indebtedness are not less favorable to the Collateral Documents obligor thereunder than the original terms of the Indebtedness so extended, refinanced or renewed and (Bvii) all such if the Indebtedness shall be unsecured and that is extended, refinanced or renewed was subordinated in right of payment to the payment in full Obligations, then the terms and conditions of the Obligations pursuant extension, refinancing or renewal Indebtedness must include subordination terms and conditions that are at least as favorable to the terms of the Lenders as those that were applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty so extended, refinanced or contractual service obligations or performance in the ordinary course of business of the Loan Partiesrenewed; (k) Indebtedness of a Person that becomes a Subsidiary or Indebtedness attaching to assets that are acquired by the Borrower or any of its Subsidiaries, in respect each case after the Effective Date in connection with a Permitted Acquisition, and any extensions, refinancings and renewals of the convertible notes; provided that, all such Indebtedness in accordance with Section 6.01(j); provided that (i) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in contemplation of or in connection with such Permitted Acquisition, (ii) such Indebtedness is not guaranteed in any respect of by the convertible notes shall be unsecured and subordinated in right of payment to the payment in full Borrower or any Subsidiary (other than by any payment as such Person that so becomes a result Subsidiary), (iii) no Default or Event of Default has occurred and is continuing prior to the assumption of such Indebtedness or would arise after giving effect (including giving effect on a pro forma basis) thereto and (iv) the sum of the conversion aggregate principal amount of such convertible notes into Equity Interests of ParentIndebtedness permitted by this clause (k) to the Obligationsand clause (l) below shall not exceed $10,000,000 at any time outstanding; (l) other unsecured IndebtednessIndebtedness in respect of obligations to make Deferred Acquisition Payments, and extensions, refinancings and renewals of such Indebtedness in accordance with Section 6.01(j); provided that such the sum of the aggregate amount of Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with permitted by this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (al) and clause (k) above shall not exceed $10,000,000 at any time outstanding; provided further that, if the aggregate amount of this Section 7.03. Notwithstanding anything all such obligations to the contrary hereinmake Deferred Acquisition Payments exceeds $5,000,000 at any one time, no Loan Party then such excess amount shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly be subordinated to the Loans and other Obligations in a manner and on terms and conditions, and pursuant to documentation, reasonably satisfactory to the Administrative Agent; provided, further, that any payments in respect of such Indebtedness shall be subject to Sections 6.07(b) and 6.13(a)(iii); (m) Guarantees by any Subsidiary of the Borrower in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary of the Borrower; provided, that if the Indebtedness that is being guaranteed is unsecured and/or subordinated to the Obligations, the guaranty shall also be unsecured and/or subordinated to the Obligations; provided further that the aggregate principal amount of Guarantees permitted by this clause (m) shall not exceed $5,000,000 at any time outstanding; (n) Indebtedness owed to AmTrust or National General pursuant to the Retrocession Agreement; and (o) other unsecured Indebtedness of the Borrower in an aggregate principal amount not exceeding $5,000,000 at any time outstanding.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, Indebtedness (exclusive of trade debt) except the following, without duplication (which constitutes “Permitted Indebtedness”):in respect of: (a) Obligations of Indebtedness to Lenders under this Agreement and the Loan Parties under the Loan Other Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided incurred for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness Capital Expenditures permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromSection 7.6 hereof; (c) Permitted Purchase Money Indebtedness; (d) Indebtedness with respect to Capital Leases described on Schedule 7.8 and purchase money any refinancings of such Indebtedness, provided that the aggregate principal amount of such Indebtedness is not increased, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced; (e) Indebtedness under any Interest Rate Hedge; (f) Indebtedness not otherwise permitted hereunder in an amount not to exceed $1,000,000 in the aggregate 1,500,000 outstanding at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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 claimsone time; (g) Indebtedness incurred assumed by any Loan a Credit Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance connection with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPSection 7.1 or Section 7.14; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments a judgment having been rendered against a Credit Party for collection by any Loan Party in the ordinary course of businesswhich reserves have been established; (i) Indebtedness of (i) any Loan Party owing with respect to any other Loan Party and (ii) Indebtedness owed guarantees permitted by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent7.3; (j) unsecured Indebtedness due under the Subordinated Loan Documentation; and any refinancings of such Indebtedness, provided that in connection with such refinancing: (other i) the aggregate principal amount of such Indebtedness is not increased, (ii) the scheduled maturity date of such Indebtedness is not shortened, (iii) the covenants or defaults are not materially more restrictive or more onerous than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance analogous provisions in the ordinary course Subordinated Loan Documentation as in effect on the date hereof, and (iv) an intercreditor agreement in form and substance satisfactory to Agent and the Required Lenders shall have been executed and delivered to Agent prior to the consummation of business of such refinancing (it being agreed that an intercreditor agreement containing terms substantially similar to the Loan Parties;terms set forth in the Subordination Agreement will be satisfactory); and (k) Indebtedness in respect of connection with the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentPPP.

Indebtedness. CreateThe Obligors will not, and will not cause any of their Subsidiaries to, incur, assume create or suffer permit to exist any Indebtednessindebtedness without the prior written consent of the Bank, except that the Borrower may incur, create or permit to exist the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations existing indebtedness disclosed in the Company's Form 10-Q for the period ended January 31, 1997, or listed and described on Schedule 5.10 attached hereto and renewals, extensions and refinancings thereof, provided that the effective rate of amortization thereof is not increased by any such renewal, extension or refinancing and any such renewal extension or refinancing shall not be on terms less favorable to the Loan Parties under Obligors and their Subsidiaries than those provided in the Loan Documentsexisting agreements for such indebtedness; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable indebtedness to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromBank; (c) Indebtedness with respect indebtedness subordinated to Capital Leases the indebtedness evidenced by the Loan Documents on terms and conditions satisfactory to the Bank; (d) indebtedness arising from purchase money Indebtedness mortgages or capital leases for equipment financing; (e) acquisition indebtedness provided by the seller in an amount any transaction, provided that such indebtedness is unsecured and is treated as current debt for purposes of compliance with the covenants contained in this Agreement and neither the Obligors nor any of their Subsidiaries make any covenant (other than to repay such indebtedness) in incurring such indebtedness; (f) additional secured indebtedness, provided that such indebtedness shall not to exceed $1,000,000 10,000,000 in the aggregate at any time outstanding("Additional Secured Indebtedness"); provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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;and (g) Indebtedness incurred by any Loan Party in respect indebtedness under unsecured lines of accounts payable to trade creditors for goods and services and current operating liabilities (not the result credit or unsecured revolving lines of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtednesscredit, provided that such Indebtedness matures indebtedness shall not less than one hundred eighty (180exceed $55,000,000 in the aggregate for Obligors and their Subsidiaries at any time; provided, however, that any indebtedness permitted under this Section 5.10(g) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock shall be on terms and conditions reasonably acceptable to Bank. The terms and conditions set forth in the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03proposed Commitment from CoreStates Bank, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything N.A. dated March 17, 1997, as amended May 23, 1997, are acceptable to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing Bank and will continue to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness be acceptable so long as they are not changed in a way that is expressly permitted hereunder and expressly subordinated materially adverse to the Loans Obligors and other Obligations in a manner and on terms satisfactory to the Administrative Agenttheir Subsidiaries.

Indebtedness. CreateEach of Parent and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, incur, create, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) the Loans and any other Obligations and any guaranty of or suretyship arrangement for the Loan Parties under the Loan DocumentsLoans or any other Obligations; (b) Surviving Indebtedness listed (including unfunded commitments) existing on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for the Effective Date that is reflected in the agreements evidencing financial statements of Parent for the Fiscal Year ended December 31, 2014 or disclosed in Schedule 9.01 and any such Permitted Refinancing Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions respect of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding foregoing described in this clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromb); (c) Indebtedness in respect of the Initial Senior Notes and any Permitted Refinancing Indebtedness in respect of any of the foregoing, provided that the aggregate outstanding principal amount of such Initial Senior Notes or any Permitted Refinancing Indebtedness thereof shall not exceed $600,000,000 in the aggregate at any time; (d) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than sixty (60) days past due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor or (ii) do not exceed $25,000,000 in the aggregate outstanding at any time; (e) Indebtedness under Hedging Agreements which are for bona fide business purposes and are not speculative; (f) other unsecured Indebtedness of the Borrower and any Guarantor (other than any ABS Subsidiary); provided that (i) no Default or Event of Default exists and is continuing immediately before and immediately after giving pro forma effect to the incurrence of such Indebtedness, (ii) the maturity of such Indebtedness is at least six (6) months after the Maturity Date, (iii) the Weighted Average Life to Maturity of such Indebtedness is greater than the number of years (calculated to the nearest one-twelfth) from the date of incurrence of such Indebtedness to the Maturity Date, (iv) such Indebtedness either (A) has terms substantially similar to those customary in high-yield debt offerings or (B) (1) does not contain financial covenants that are additional to or are more restrictive than those contained herein and (2) in the reasonable judgment of a Financial Officer of the Borrower, does not contain other covenants and events of default that are materially more restrictive, taken as a whole, than those contained herein and (v) Parent is in compliance with the financial covenants set forth in Section 9.10 as of the last day of the most recently ended Testing Period for which financial statements are available after giving pro forma effect to the incurrence of such Indebtedness (calculated as if such Indebtedness was incurred on the last day of such Testing Period); (g) Indebtedness (other than Indebtedness of any ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that, except for intercompany Capital Leases, in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed the greater of $50,000,000 and an amount equal to 2.5% of Consolidated Net Tangible Assets at any time outstanding; (h) Indebtedness with respect to Capital Leases surety bonds, appeal bonds, advance payment bonds or customs bonds or associated with deposits, bank guarantees, customs, bids, performance, refund and purchase money surety bonds, standby letters of credit or surety and similar obligations of Parent or any Restricted Subsidiary required in the ordinary course of business or in connection with the enforcement of rights or claims of Parent or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (i) Indebtedness assumed by Parent or one of its Restricted Subsidiaries (other than an ABS Subsidiary), and Indebtedness of a Restricted Subsidiary (other than an ABS Subsidiary) acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings) (provided that upon the incurrence of such Indebtedness, Parent is in pro forma compliance with the financial covenants described in Section 9.10 as of the last day of the most recently ended Testing Period for which financial statements are available after giving pro forma effect to the incurrence of such Indebtedness (calculated as if such Indebtedness was incurred on the last day of such Testing Period)) and any Permitted Refinancing Indebtedness in respect of any of the foregoing described in this clause (i); (j) other Indebtedness, so long as, immediately after giving effect to the incurrence of any such Indebtedness, the aggregate principal amount of all Indebtedness incurred under this Section 9.01(j) and then outstanding does not exceed the greater of $50,000,000 and an amount equal to 2.5% of Consolidated Net Tangible Assets; (k) Indebtedness of Parent or any of its Restricted Subsidiaries (other than an ABS Subsidiary) owed to Parent or any of its Restricted Subsidiaries (other than an ABS Subsidiary); (l) Indebtedness of any Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes, so long as, immediately after giving effect to the incurrence of any such Indebtedness, (i) the aggregate principal amount of all Indebtedness incurred under this Section 9.01(l) and then outstanding does not exceed the greater of $200,000,000 and an amount equal to 7.5% of Consolidated Net Tangible Assets and (ii) the aggregate principal amount of all Indebtedness incurred under this Section 9.01(l) which is other than Non-Recourse Foreign Indebtedness and is then outstanding does not exceed the greater of $100,000,000 and an amount equal to 3.5% of Consolidated Net Tangible Assets; (m) Indebtedness with respect to ABS Facilities (not including any Indebtedness permitted by Section 9.01(n)) subject to an intercreditor agreement satisfactory to the Administrative Agent, in an aggregate principal amount not to exceed $1,000,000 in the aggregate 100,000,000 at any time outstanding; provided that neither the Borrower nor any Domestic Subsidiary other than the ABS Subsidiaries is liable for such Indebtedness; (n) Indebtedness of any ABS Subsidiary owing to Parent or any of its Restricted Subsidiaries (xother than an ABS Subsidiary) not to exceed the amount in Section 9.03(e); (o) Indebtedness of any ABS Subsidiary owing to any other ABS Subsidiary; (p) guarantees by a Loan Party of Indebtedness of any other Loan Party; provided that the case Indebtedness so guaranteed is permitted under any of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with Sections 9.01(a) through (o); (q) Indebtedness consisting of Specified Contingent Obligations (provided that upon the incurrence of such Indebtedness, Parent is in pro forma compliance with the financial covenants described in Section 9.10 as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect last day of the most recently ended Testing Period for which financial statements are available after giving pro forma effect to the incurrence of such asset;Indebtedness (calculated as if such Indebtedness was incurred on the last day of such Testing Period)); and (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (fr) Indebtedness incurred by any Loan Party 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 to finance insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred premiums in the ordinary course of business in accordance with customary terms and paid within an aggregate principal amount not to exceed the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion amount of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentinsurance premiums.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, agree to create, incur, assume or assume, guarantee, suffer to exist exist, or remain directly or indirectly liable in respect of any Indebtedness, Indebtedness except for the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness hereunder; (b) Surviving Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business; (c) Indebtedness in existence on the date hereof listed on in Schedule 7.03(b)6.21, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement hereof, and (ii) refinancings and extensions of any such Indebtedness by the obligor thereof if the terms and conditions maturity thereof are not less favorable to is later than or the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedsame as, and the average life to maturity thereof is greater than or equal to to, that of the Indebtedness being refinanced or extendedextended and otherwise on prevailing market terms for similar types of Indebtedness at the time of such refinancing or extension; provided, provided that such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount (including any principal constituting interest paid in kind) the Indebtedness being renewed, extended or refinancedrefinanced plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cd) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% Contingent Obligations of the aggregate consideration paid with Borrower in respect to such asset; (d) the SBA PPP Loanof Indebtedness otherwise permitted under this Section 8.1; (e) Indebtedness arising in respect connection with endorsement of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not instruments for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created deposit 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;; and (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (if) Indebtedness of (i) any Loan Party Subsidiary owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02Borrower; provided, that, in each case (A) all that such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and Indebtedness hereunder on terms satisfactory to the Administrative AgentAgent and shall not be prepaid, repaid, redeemed or repurchased prior to the Maturity Date.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02[reserved]; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations[reserved]; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date[reserved]; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateSo long as any Notes remain outstanding, the Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):duplication: (aA) Obligations of Indebtedness outstanding on the Loan Parties under Issue Date (including the Loan DocumentsNotes); (bB) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except incurred in connection with the Plan (i) renewals and extensions expressly provided for in including the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedSenior Secured Credit Facility, and which shall further permit the average life principal amount of indebtedness under the Senior Secured Credit Facility to maturity thereof is greater than or equal be increased to that one hundred million dollars ($100,000,000) prior to any refinancing of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or Senior Secured Credit Facility); (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to additional Capital Leases incurred after the Issue Date and purchase money Indebtedness in an aggregate amount not to exceed $1,000,000 750,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; provided that any such Indebtedness (xi) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured only by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (yii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (dD) the SBA PPP Loanother unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding; (eE) Indebtedness subordinated to the Notes so long as such Indebtedness has a maturity date one year past the Maturity Date and an interest rate lower than the Notes (the “Junior Indebtedness”); (F) Indebtedness that is pari passu in right of payment to the Notes (including secured Indebtedness) if net pharmaceutical product revenue for the twelve (12) months prior to the incurrence of such Indebtedness, on a pro forma basis, exceeds 1:00 to 1:00 of all funded Indebtedness (excluding the Junior Indebtedness); (G) Indebtedness in respect of Swap Contracts designed performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to hedge against interest ratessecure health, foreign exchange rates or commodities pricing risks safety and environmental obligations), and, in each case, letters of credit in respect thereof, incurred in the ordinary course of business and not for speculative purposesbusiness; (fH) non-recourse Indebtedness incurred by the Company or the Guarantors or any Loan Party in respect of letters their Subsidiaries to finance the payment of creditinsurance premiums of such Person; (I) Indebtedness owed to any Person providing worker’s compensation, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claimsunemployment insurance and other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance to the Company or self-the Guarantors or any of their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or other Indebtedness indemnification obligations to such Person; (J) reimbursement obligations owed to banks and financial institutions with respect to reimbursement-type obligations regarding workers compensation claimscredit card services in an aggregate amount at any one time not exceeding $400,000; (gK) Indebtedness incurred by any Loan Party in respect consisting of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless past due for more than 120 days after its stated due date (except for accounts payable contested in good faith by appropriate proceedings and reserved for substantially faith) which do not in accordance with GAAPthe aggregate exceed $750,000; (hL) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by the Company and the Guarantors under the Deed Poll Constituting Loan Notes in an aggregate principal amount not to exceed $85,000,000 at any Loan Party in the ordinary course of businesstime outstanding; (iM) Indebtedness of (i) finance leases with respect to AP101 and AP103 equipment in an amount not to exceed $5,000,000 in the aggregate at any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary time outstanding; provided that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced secured only by promissory notes the equipment financed thereunder; (N) Indebtedness under that certain Finance Contract dated as of December 1, 2016 between Amryt Pharmaceuticals DAC and all such notes shall European Investment Bank, as the same may be subject amended, restated, supplemented or otherwise modified from time to a first priority Lien pursuant to time, from the Collateral Documents and period from the Issue Date up through one (B1) all such Business Day following the Issue Date which Indebtedness shall be unsecured and subordinated in right of payment to the payment paid in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less no later than one hundred eighty (1801) days Business Day following the Last Out Maturity Issue Date; and (mO) the 2021 Preferred Stock on terms reasonably acceptable The refinancing of any Indebtedness that was permitted under this Indenture when it was incurred, only to the Administrative Agent in its sole discretion. For purposes extent such principal amount of determining compliance with this Section 7.03, all Obligations outstanding under such refinancing is not more than the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) principal amount of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder being refinanced, plus any customary fees and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentreasonable expenses.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed on of the Borrowers and their Subsidiaries set forth in Schedule 7.03(b)7.01 (and renewals, but not any extensions, renewals or replacements refinancings and extensions thereof; provided that (x) the amount of such Indebtedness except is not increased at the time of such renewal, refinancing or extension, (iy) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the obligor thereon maturity date of such renewal, refinancing or to extension shall be a date after the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness (including obligations in an amount respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrowers or any of their Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together along with all Indebtedness incurred pursuant to Section 7.01(j) shall not to exceed $1,000,000 in the aggregate 150,000,000 at any one time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in the case of additional Capital Leases or purchase money Indebtedness, no such Indebtedness shall be secured by refinanced for a principal amount in excess of the asset subject to such additional Capital Leases or acquired asset in connection with principal balance outstanding thereon at the incurrence time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetrefinancing; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrowers or any Subsidiary existing or arising under any Swap Contracts, provided that such obligations are (eor were) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with purchases, sales, liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposespurposes of speculation or taking a “market view”; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, other Indebtedness incurred by the Borrowers or any Loan Party in respect of letters their Subsidiaries after the Restatement Date, provided that (i) such Indebtedness shall be unsecured and (ii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in such Indebtedness and to the ordinary course concurrent retirement 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 any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with respect to reimbursement-type obligations regarding workers compensation claimsthe financial covenants set forth in Section 6.10(a) and (b); (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP[reserved]; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business[reserved]; (i) Indebtedness of pursuant to the Revolving Credit Agreement in an aggregate outstanding principal amount not to exceed $300,000,000 (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party or, to the extent the aggregate commitments thereunder are increased pursuant to Section 2.14 of the Revolving Credit Agreement, such increased amount, not to exceed a maximum of $800,000,000), including and renewals, refinancings and extensions thereof; provided that (x) the amount of such Indebtedness is permitted as an Investment pursuant to Section 7.02not increased at the time of such renewal, refinancing or extension; provided, that, in each case (Ay) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) no additional collateral is pledged by the applicable promissory notes or an intercompany subordination agreement that in any Loan Parties to secure such case, is reasonably satisfactory to the Collateral AgentIndebtedness; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment addition to the payment in full (Indebtedness otherwise permitted by this Section 7.01, other than secured Indebtedness incurred by the Borrowers or any payment as a result of their Subsidiaries after the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured IndebtednessRestatement Date, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (mi) the 2021 Preferred Stock on terms reasonably acceptable Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in its sole discretion. For purposes of determining compliance with this the financial covenants set forth in Section 7.03, 6.10(a) and (b) and (ii) the aggregate principal amount of all Obligations outstanding under the Loan Documents will be deemed secured Indebtedness taken together along with all Indebtedness pursuant to have been incurred in reliance only on the exception in clause (aSection 7.01(c) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.not exceed $150,000,000; and

Indebtedness. CreateThe Company shall not create, incur, assume or assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness, Indebtedness except the followingfollowing (collectively, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations Indebtedness incurred in respect of the Loan Parties under the Loan DocumentsInitial Notes; (b) Surviving Indebtedness listed on Schedule 7.03(b)incurred by the Company under a credit agreement, but revolving loan, note purchase agreement, supplement or similar document with one or more banks or institutional lenders not any extensionsan Affiliate of the Company, renewals or replacements of such Indebtedness except which satisfies the following: (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and at any one time outstanding does not exceed $10,000,000, (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has occurred and is continuing then exists or would result therefromexist after giving effect to such Indebtedness and (iii) such Indebtedness is secured on a pari passu basis with the Collateral pursuant to the terms of the Collateral Agency Agreement which the lender(s) or an agent on their behalf has acceded to; (c) unsecured Indebtedness with respect to Capital Leases and purchase money Indebtedness of the Company (other than Intercompany Indebtedness) in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; (d) 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 $10,000,000 in the aggregate at any one time outstanding; (e) unsecured Indebtedness of the Company in an aggregate outstanding principal amount not to exceed $1,000,000 15,000,000 owing to any Affiliate of the Company so long as such Indebtedness is subordinated in right of payment to the aggregate at Notes in accordance with the Terms of Subordination (“Intercompany Indebtedness”); (f) Permitted Refinancing Indebtedness to refinance all or any time outstandingportion 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 Company to create, incur, assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness (xto the extent such capacity is limited hereunder); (g) any other Indebtedness incurred by the Company which Indebtedness satisfies the Incurrence Conditions; (h) Indebtedness listed on Schedule 10.5(h); and (i) Performance Guarantees supporting the Project; provided, that the terms of any such Performance Guarantee shall be generally consistent with past practice of the Company and its Affiliates and in the case of additional Capital Leases or purchase money Indebtedness, no event shall any such Performance Guarantee be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetCollateral; (dj) the SBA PPP LoanIndebtedness under any Permitted Commodity Hedge and Power Sales Agreement or other Swap Agreement entered into in accordance with Section 10.13; (ek) Indebtedness to the extent constituting Indebtedness, obligations in respect of Swap Contracts designed performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to hedge against interest ratespay insurance premiums, foreign exchange rates or commodities pricing risks take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business and not in connection with Indebtedness for speculative purposesBorrowed Money; (fl) Indebtedness incurred by any Loan Party in respect of letters any bankers’ acceptance, letter of credit, bank guarantees, bankers’ acceptances, warehouse receipts receipt 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred facilities entered into in the ordinary course of business and not in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPrespect of Swap Agreements; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (km) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts. To the convertible notes; provided thatextent that the creation, all incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 10.5, the Company may allocate such Indebtedness 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 by the Company, as the case may be, under a specific subsection of this Section 10.5 and any Guarantee in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following which is also permitted to be incurred by the Last Out Maturity Date; and (m) Company, as the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03case may be, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) same subsection of this Section 7.03. Notwithstanding anything to 10.5 shall not count as two separate amounts of Indebtedness for purposes of calculating compliance with the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless limitations set forth in such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentsubsection.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness of the Loan Parties under Borrower created pursuant to the Loan Documents; (b) Surviving Indebtedness listed existing on the date hereof and set forth on Schedule 7.03(b), but not any 7.1 and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms and conditions outstanding principal amount thereof are not less favorable (immediately prior to giving effect to such extension, renewal or replacement) or shorten the obligor thereon maturity or to the Lenders than the Indebtedness being refinanced or extended, and the weighted average life thereof to maturity thereof a date that is greater less than or equal to that of 180 days after the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Permitted Financial Institution Subsidiary Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness owed by the Borrower or any “affiliate” of the Borrower (ias defined in Regulation W of the FRB and sections 23A and 23B of the Federal Reserve Act) any Loan Party owing to any other Loan Party and Financial Institution Subsidiary not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified) or (ii) Indebtedness owed by a Subsidiary that is not a Guarantor any Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral AgentBorrower; (je) unsecured Indebtedness (other than for borrowed money) that may be deemed Purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted under this Agreement in an aggregate amount outstanding at any time not to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesexceed $5,000,000; (kf) Indebtedness Hedging Obligations in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateHedging Transactions permitted by Section 7.8; and (mg) Other unsecured Indebtedness, so long as, before and after giving pro forma effect to incurrence of such Indebtedness, the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent Borrower and each Financial Institution Subsidiary shall be in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent6.1 hereof.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except other than, without duplication, the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsCredit Extensions and other Obligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not incurred by the Borrower or any extensions, renewals or replacements of such Indebtedness except its Subsidiaries (i) renewals and extensions expressly provided owing to any Person providing financing for in the agreements evidencing acquisition of any assets permitted to be acquired pursuant to Section 7.2.7 to finance its acquisition of such Indebtedness as the same are in effect on the date of this Agreement and assets, (ii) refinancings and extensions in respect of any such Indebtedness if the terms and conditions thereof are not less favorable Capitalized Lease Liabilities (but only to the obligor thereon or extent otherwise permitted by Section 7.2.7) and (iii) from time to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extendedtime for general corporate purposes; provided, such that the maximum aggregate amount of all Indebtedness permitted under the immediately preceding this clause (ib) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to at any time after the Indebtedness being extended, renewed or refinanced, (B) Restatement Effective Date exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom$15,000,000; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% Hedging Obligations of the aggregate consideration paid with Borrower or any of its Subsidiaries in respect to such assetof the Loans; (d) intercompany Indebtedness of (x) any Subsidiary of the SBA PPP LoanBorrower owing to the Borrower or any of its Subsidiaries or (y) the Borrower to any of its Subsidiaries, which Indebtedness (i) shall be evidenced by one or more promissory notes in form and substance satisfactory to the Agents which (except in the case of any such notes held by a Non-U.S. Subsidiary) have been duly executed and delivered to (and endorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement; and (ii) shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Agents otherwise consent; (e) Indebtedness evidenced by the Senior Notes in respect of Swap Contracts designed an aggregate principal amount not to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesexceed $130,000,000; (f) Indebtedness incurred by any Loan Party outstanding on the Restatement Effective Date and identified in respect of letters of creditSchedule 7.2.2(f) ("Ongoing Indebtedness") hereto and refinancings, 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;refundings and replacements thereof; and (g) unsecured Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing Borrower or any of money) incurred its Subsidiaries in an aggregate principal amount which, together with the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02clause (b) hereto, shall not exceed $20,000,000 at any time outstanding; provided, thathowever, in each case that no Indebtedness otherwise permitted by clause (Ab), (d) (as such clause (d) relates to loans made by the Borrower to Subsidiaries which are not party to the Subsidiary Guaranty) or (g) may be incurred if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and provided, further, however, that all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception type described in clause (ad)(y) of this Section 7.03. Notwithstanding anything above that is owed to Subsidiaries which are not party to the contrary hereinSubsidiary Guaranty, no Loan Party shall have outstandingbe subordinated, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated in writing, to the Loans and other Obligations in a manner and on upon terms satisfactory to the Administrative AgentAgents.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the Loan Parties under purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Loan Documentsnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Surviving Indebtedness listed on Schedule 7.03(b)of a Guarantor owed to the Borrower or a Guarantor, but not any extensions, renewals or replacements of such which Indebtedness except shall (i) renewals and extensions expressly provided for in constitute pledged debt under the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and Pledge Agreements, (ii) refinancings and extensions of any such Indebtedness if the be on terms and conditions thereof are not less favorable (including subordination terms) acceptable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, Administrative Agent and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness (iii) be otherwise permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness provisions of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromSection 7.03; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in constituting the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetObligations; (d) Indebtedness outstanding on the SBA PPP Loandate hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness in respect of Swap Contracts designed Capitalized Leases and purchase money obligations arising in connection with the acquisition of equipment within the limitations set forth in Section 7.01(i); provided, however, that (i) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000 and (ii) the aggregate amount of the Permitted Transaction Amount at any one time outstanding and after giving effect to hedge against interest ratessuch transaction shall not exceed $20,000,000; (f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, foreign exchange rates draft or commodities pricing risks incurred similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business and not for speculative purposesagainst insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (fh) Indebtedness in the form of (i) performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) and (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of letters of creditworkers’ compensation claims, bank guaranteesperformance, bankers’ acceptancesbid and surety bonds and completion guaranties, warehouse receipts or similar instruments issued or created in each case, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, thatwhich, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesconsistent with past practices; (k) Indebtedness all obligations of the type described in clause (g) of the definition of “Indebtedness” so long as no such obligation shall require such purchase, redemption, retirement, defeasement, distribution in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of thereof or other similar payment to occur prior to the earlier to occur of (i) a date that is one calendar year following the Maturity Date or (ii) the payment in full (other than any payment as a result in cash of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured IndebtednessPermitted Mortgage Financings; (m) Executive Officer Employment Agreement Stock Put/Call Rights; (n) the Class C Common Stock, provided that such Indebtedness matures not less than one hundred eighty (180) days following subject to the Last Out Maturity Dateterms of the Management Subordination Agreements; and (mo) other Indebtedness; provided, however, that (i) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes aggregate principal amount of determining compliance with Indebtedness permitted under this Section 7.03, all Obligations 7.02(o) shall not exceed $5,000,000 at any time outstanding under and (ii) the Loan Documents will be deemed to have been incurred in reliance only on aggregate amount of the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party Permitted Transaction Amount at any one time outstanding shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentnot exceed $20,000,000.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that original obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted remain the only obligors thereon; (b) Indebtedness created hereunder and under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extendedother Loan Documents, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromincluding Incremental Term Loans; (c) intercompany Indebtedness with respect of the Borrower and the Subsidiaries to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that extent permitted by Section 6.04(c) so long as any such Indebtedness (x) in owed to a Subsidiary that is not a Subsidiary Guarantor is subordinated to the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject Obligations pursuant to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetan Affiliate Subordination Agreement; (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, 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 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $5,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes$5,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with respect of letters of credit, bank guarantees, bankersto workers’ 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (ig) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) any Loan Party owing to any other Loan Party such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall have occurred and be continuing; (h) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment in respect of those Hedging Agreements incurred pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes 5.13 or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business and consistent with prudent business practice; (i) other Indebtedness of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; (j) Indebtedness to Sponsor incurred solely to refinance the Glickberg Note; provided that such Indebtedness (i) is incurred only by those Loan Parties;Parties that are obligors under the Glickberg Note, (ii) has terms no less favorable to the Borrower and the Subsidiaries than the Glickberg Note and (iii) is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms applicable to the Glickberg Note; and (k) Indebtedness in respect consisting of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only interest paid in-kind on the exception in clause (a) of this Section 7.03. Notwithstanding anything to Glickberg Note at the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to rate set forth therein on the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentdate hereof.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations Indebtedness existing on the date hereof that is set forth in Schedule 6.01; (ii) Indebtedness the proceeds of which are used to refinance any Indebtedness permitted under clause (i) above so long as (A) the obligor or obligors in respect of such refinancing Indebtedness are the same as those in respect of the Loan Parties Indebtedness being refinanced, (B) the principal amount of such refinancing Indebtedness does not exceed that of the Indebtedness being refinanced and (C) in the case of any Indebtedness being refinanced which is subordinated in whole or in part to the obligations of the Borrower hereunder, such refinancing Indebtedness shall be subordinated to such obligations to at least the same extent as the Indebtedness being refinanced, shall mature or be required to be prepaid, redeemed or repurchased no earlier than the date that is 90 days after the Maturity Date and shall be on terms no less favorable to the Lenders than the Indebtedness being refinanced, and the Borrower shall have notified the Administrative Agent of such refinancing and furnished to the Administrative Agent a copy of each agreement or instrument governing the refinancing Indebtedness; (iii) Indebtedness under the Loan Documents; (biv) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements Letters of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred Credit entered into in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPan aggregate stated amount not to exceed $75,000,000; (hv) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party repurchase agreements in the ordinary course of business; an aggregate amount not to exceed $150,000,000, provided that (i) Indebtedness of (i) any Loan Party owing all proceeds therefrom are used only to any other Loan Party pay amounts outstanding under this Agreement and (ii) Indebtedness owed by a Subsidiary that is such repurchase agreements are entered into not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment more than one week prior to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateamounts outstanding hereunder; and (mvi) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent other Indebtedness in its sole discretion. For purposes an aggregate principal amount not in excess of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent$50,000,000.

Indebtedness. CreateEach of the Credit Parties will not, nor will it permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising or existing under this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements existing as of such Indebtedness except (i) renewals and extensions expressly provided for the Closing Date as referenced in the agreements evidencing any such Indebtedness as the same are financial statements referenced in effect on the date of this Agreement Section 3.1 (and (iiset out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings and or extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount not in excess of that outstanding as of the Indebtedness being reneweddate of such renewal, extended refinancing or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension; (c) Indebtedness with respect to incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price of furniture, fixtures and equipment provided that (i) such Indebtedness when incurred shall not exceed the purchase money price or cost of construction of such furniture, fixtures and equipment; (ii) no such Indebtedness shall be refinanced for a principal amount in an excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness shall not to exceed $1,000,000 in the aggregate 15,000,000 at any time outstandingoutstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (d) Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by fully subordinated to the asset subject Credit Party Obligations hereunder on terms reasonably satisfactory to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP LoanAdministrative Agent; (e) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in respect of Swap Contracts designed order to hedge against interest rates, foreign exchange rates manage existing or commodities pricing anticipated business risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect and obligations of Credit Parties owing under documentary letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in credit for the ordinary course purchase of business, including in respect of workers compensation claims, health, disability goods or other employee benefits or propertymerchandise (but not under standby, casualty or liability insurance or self-insurance direct pay or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claimsletters of credit except for the Letters of Credit hereunder) generally; (g) Indebtedness incurred by any Loan Party in respect of accounts payable Guaranty Obligations to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPextent permitted under Section 6.3; (h) Indebtedness consisting in respect of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party Sale Leaseback Transactions to the extent permitted under Section 6.12; (i) performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (i) Indebtedness of (ij) any Loan Party Indebtedness owing by any Person prior to any other Loan Party and (ii) Indebtedness owed by such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02not created in contemplation of such acquisition; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties;and (k) other Indebtedness in respect of the convertible notes; provided that, all such Indebtedness Credit Parties and their Subsidiaries which does not exceed $1,000,000 in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than aggregate at any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateNo Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; Indebtedness secured by Permitted Encumbrances, (b) Surviving Indebtedness listed on Schedule 7.03(b)the Loans and the other Obligations, but not any extensions(c) reimbursement obligations owed by Borrower to the L/C Issuer with respect to Letters of Credit and Eligible Trade L/Cs, renewals (d) the Senior Notes (and refundings, renewals, refinancings or replacements of such Indebtedness except extensions thereof, as long as (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity principal amount thereof is greater not increased (other than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset ordinary costs and expenses incurred in connection with the incurrence applicable refunding, renewal, refinancing or extension), (ii) the terms and provisions thereof are not more burdensome to any Credit Party than the terms and provisions of the Senior Notes, (iii) the fees with respect thereto are not greater than those payable with respect to the Senior Notes and the rate of interest with respect thereto does not exceed the sum of (x) the rate of interest on United States treasury obligations of like tenor at the time of such Indebtednessrefunding, as the case may berenewal, refinancing or extension plus (y) 7% per annum, and (yiv) in such indebtedness is unsecured and not guaranteed by any Person which has not also guaranteed the case of purchase money IndebtednessObligations and the indebtedness being refunded, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; renewed, refinanced or extended), (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesdeferred taxes, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law, (g) existing Indebtedness set forth in Disclosure Schedule 6.3 and refinancings thereof or amendments or modifications thereto on terms and conditions no less favorable to any Credit Party, Agent or any Lender, as determined by Agent, than the terms of the Indebtedness being refinanced, amended or modified, (h) intercompany loans among the Loan Parties for operating expenses incurred by any Loan Party 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; (gi) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection intercompany loans by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing , to any other Loan Party Store Guarantors and (ii) Indebtedness owed intercompany loans by a Subsidiary that is not a Guarantor Subsidiary Store Guarantors to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business business, (j) intercompany loans to Foreign Subsidiaries or Joint Ventures not to exceed $2,000,000 in the aggregate; provided that at the time any such intercompany loan is made to a Foreign Subsidiary or Joint Venture no Event of the Loan Parties; Default shall have occurred and be continuing or would result after giving effect thereto and Borrower shall have Borrowing Availability of at least $5,000,000 after giving effect thereto, (k) Indebtedness in respect of an unsecured $100,000 customs bond line from Barclays Bank for the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured Foreign Subsidiaries and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) obligations under interest rate swaps on an unsecured basis. No Credit Party shall directly or indirectly voluntarily prepay, repurchase or redeem any Indebtedness other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03Obligations. Notwithstanding anything to the contrary contained herein, no Loan Party Ultimate Parent shall have outstanding, create or be entitled to incur any unsecured Indebtedness owing in an aggregate outstanding amount not to any other Loan Party or any Affiliate or employee of any Loan Party unless exceed $25,000,000 as long as such Indebtedness is expressly permitted hereunder and expressly (a) subordinated to the Loans Obligations on terms, and other Obligations in a manner and on terms pursuant to documentation, satisfactory to Agent or (b) (i) matures within ninety one (91) days of the Administrative Agentdate it is first incurred or issued and (ii) not guaranteed by any Person and not entitled to any credit support of any nature.

Indebtedness. Create(a) The Borrowers will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except other than, without duplication, the following, without duplication (which constitutes “Permitted Indebtedness”):: (ai) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsLoans and other Obligations; (bii) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on until the date of this Agreement and the initial Borrowing, Indebtedness identified in Item 8.2.6(a)(ii) (ii"Indebtedness to be Paid") refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromDisclosure Schedule; (ciii) Indebtedness with respect to Capital Leases and purchase money existing as of the Effective Date which is identified in Item 8.2.6(a)(iii) ("Ongoing Indebtedness") of the Disclosure Schedule; (iv) Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 10,000,000 at any time outstanding; provided that outstanding which is incurred by any such Indebtedness (x) in the case Borrower or any of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject its Subsidiaries to such additional Capital Leases or acquired asset in connection with the incurrence a vendor of any assets to finance its acquisition of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetassets; (dv) the SBA PPP Loan; (e) unsecured Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and not for speculative purposesservices, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities); (fvi) Indebtedness incurred by any Loan Party in respect of letters Capitalized Lease Liabilities in amounts not in excess 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$10,000,000 at any time outstanding; (gvii) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPSubordinated Debt; (hviii) other Indebtedness consisting of guarantees resulting from endorsement the Borrowers and their Subsidiaries in an aggregate amount not to exceed $10,000,000; and (ix) other Indebtedness, provided that the net proceeds of negotiable instruments for collection by any Loan Party such other Indebtedness are used to repay, on a pro rata basis, Indebtedness under this Agreement and the Companion Agreement, and further provided, that the Commitments under this Agreement and the Commitments (as defined in the ordinary course Companion Agreement) shall be reduced, on a pro rata basis, by the amount of business;the net proceeds in excess of $50,000,000 of such other Indebtedness; provided, however, that no Indebtedness otherwise permitted by clauses (iv), (v), (vi), (vii), (viii) or (ix) shall be permitted if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing. (b) ▇▇▇▇▇▇▇ shall not permit any Indebtedness of any of its Subsidiaries to exist except: (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and ▇▇▇▇▇▇▇ or another Subsidiary; and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party in an amount which, when added to the extent such amount of Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be of ▇▇▇▇▇▇▇ subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness Liens (other than for borrowed moneyLiens described in Sections 8.2.2(b) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business and (c)), shall not exceed 15% of the Loan Parties; (k) Indebtedness in respect sum of the convertible notes; provided that, all such total Indebtedness in respect of ▇▇▇▇▇▇▇ and its Subsidiaries and the convertible notes shall be unsecured Net Worth of ▇▇▇▇▇▇▇ and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentSubsidiaries.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, Indebtedness (exclusive of trade debt) except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations in respect of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals Indebtedness to the Lenders and extensions expressly provided for in Term Lender pursuant to this Agreement and the agreements evidencing any such Other Documents; (ii) Indebtedness to the Factors pursuant to the Factoring Agreement as the same are in effect on the date of this Agreement and hereof; (iiiii) refinancings and extensions of any such Indebtedness if under the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Senior Secured Notes; (iv) Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that existing as of the Indebtedness being refinanced or extendeddate hereof as set forth on Schedule 7.8; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cv) Indebtedness with respect to Capital Leases capital leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $5,000,000; provided, any such Indebtedness (A) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; (vi) refinancings, renewals, or extensions of Indebtedness permitted under clauses (iii), (iv), (v) and (ix) (and continuance or renewal of any Permitted Encumbrances associated therewith) so long as: (A) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended (other than principal increases attributable to the costs and expenses attributable to, or any premium or penalty payable in connection with, such refinancing, renewal or extension) , (B) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that are not at least as favorable to the Lenders and Term Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (C) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended; (vii) endorsement of instruments or other payment items for deposit; (viii) Indebtedness under Hedge Agreements entered into in the ordinary course of business; (ix) Indebtedness of any Loan Party to any other Loan Party; (x) guaranties by a Loan Party of Indebtedness of any other Loan Party with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 7.8; (xi) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (xii) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts; (xiii) obligations on account of non-current accounts payable which the applicable Loan Party is contesting in good faith and by appropriate proceedings diligently conducted and with respect to which adequate reserves have been established and are being maintained in accordance with GAAP; and (xiv) other unsecured Indebtedness of any Loan Party not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Borrower will not permit any Subsidiary that is not a Loan Party to create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness created under the Loan Documents; (b) Surviving Indebtedness listed existing on the Closing Date and set forth in Schedule 7.03(b6.01 or that could be incurred on the Closing Date pursuant to commitments set forth in Schedule 6.01 or as contemplated in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b), but not any extensions, renewals or replacements of such Indebtedness except ; (i) renewals and extensions expressly provided for in the agreements evidencing Indebtedness of any such Indebtedness as the same are in effect on the date of this Agreement Subsidiary that is not a Loan Party owing to (x) a Loan Party or (y) any other Subsidiary; and (ii) refinancings Guarantees of Indebtedness of any Loan Party or any Subsidiary by any other Subsidiary, to the extent such Indebtedness is otherwise permitted under this Agreement; (i) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and extensions any Indebtedness assumed in connection with the acquisition of any such Indebtedness if the terms and conditions thereof are not less favorable assets or secured by a Lien on any such assets prior to the obligor thereon acquisition thereof; provided that (A) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair, replacement or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed the greater of (x) $375,000,000 and (y) 1.05% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted under the immediately preceding by clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; this clause (d) the SBA PPP Loan); (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course letters of business and not for speculative purposes; credit (f) Indebtedness incurred by any Loan Party in respect of including trade letters of credit), bank guarantees, bankers’ acceptances, warehouse receipts guarantees or similar instruments issued or created incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, 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; (f) Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed at any time outstanding (x) $750,000,000, in the case of all Domestic Subsidiaries and (y) $750,000,000, in the case of all other Subsidiaries; (g) Indebtedness incurred by any Loan Party under Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Indebtedness in respect of accounts payable to trade creditors for goods bid, performance, surety, stay, customs, appeal or replevin bonds or performance and services completion guarantees and current operating liabilities (not the result of the borrowing of money) similar obligations issued or incurred in the ordinary course of business business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in accordance each case, not in connection with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved Indebtedness for substantially in accordance with GAAPmoney borrowed; (hi) Indebtedness in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII; (j) Indebtedness consisting of guarantees resulting from endorsement bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05 or 6.03; (k) Indebtedness in respect of negotiable instruments letters of credit denominated in currencies other than Dollars in an aggregate amount outstanding not to exceed the greater of the foreign currency equivalent of (x) $325,000,000 and (y) 0.85% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for collection by any Loan Party which financial statements have been delivered pursuant to Section 5.01(a) or (b); (l) Indebtedness in respect of card obligations, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (m) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Foreign Jurisdiction Deposits; (o) (i) so long as the Borrower is in compliance with Section 6.07 on a Pro Forma Basis as of the last day of the most recently completed Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), other Indebtedness in an aggregate amount, when aggregated with the amount of Indebtedness of the Loan Parties secured by Liens pursuant to Section 6.02(r), not to exceed the greater of (x) $2,750,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness permitted by clause (i) of this clause (o); (i) Indebtedness of (ia Person existing at the time such Person becomes a Subsidiary and not created in contemplation thereof; provided that, after giving effect to the acquisition of such Person, on a Pro Forma Basis, the Borrower would be in compliance with Section 6.07 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) any Loan Party owing to any other Loan Party or 5.01(b) and (ii) any Permitted Refinancing Indebtedness owed in respect of Indebtedness permitted by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case this clause (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentp); (jq) unsecured Indebtedness (other than for borrowed money) that may be deemed supported by a letter of credit under the Revolving Credit Agreement, in a principal amount not to exist pursuant to any bona fide warranty or contractual service obligations or performance in exceed the ordinary course face amount of business such letter of the Loan Partiescredit; (kr) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsInvestments permitted by Section 6.05(q); (ls) other unsecured Indebtednessall premiums (if any), provided that such Indebtedness matures not less than one hundred eighty interest (180including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) days following the Last Out Maturity Datethrough (r) above; and (mt) Indebtedness of the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentExcluded ▇▇▇▇▇.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties obligations (contingent or otherwise) existing or arising under the Loan Documents; any Swap Contract, provided that such obligations are (bor were) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of entered into by such Indebtedness except (i) renewals and extensions expressly provided for Person in the agreements evidencing any such Indebtedness as ordinary course of business for the same are purpose of directly mitigating risks associated with fluctuations in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks commodity prices; (b) Indebtedness constituting Intercompany Loans to the extent permitted by Sections 7.03(d), 7.03(u) or 7.03(d), 7.03(g), 7.03(u), 7.03(w), 7.03(z), 7.03(aa) or 7.03(bb); (c) (i) Indebtedness under the Loan Documents and (ii) ABL Obligations and ABL Replacement Indebtedness subject to the Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; provided, that the outstanding ABL Obligations or ABL Replacement Indebtedness incurred in respect thereof consisting of principal of loans or the undrawn or unreimbursed amount of any letters of credit and Attributable Indebtedness in respect of Permitted Receivables Facilities shall not exceed an aggregate amount equal to the sum of (x) $250,000,000 plus (y) an amount (the amount under this clause (y) the “Additional ABLRevolving Capacity”) (1) in the case of any asset-based facility or Permitted Receivables Facility, equal, at the time the commitments for such Additional ABLRevolving Capacity under the ABL Credit Agreement or the documents governing ABL Replacement Indebtedness become effective, to the excess of the ABL Formula over $250,000,000 or (2) in the case of a cash-flow facility, such amount as can satisfy the immediately succeeding proviso, provided further that on the date that such commitments for such Additional ABLRevolving Capacity become effective, the Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Net Leverage Ratio of 2.5for the applicable Calculation Period of 2.00:1.00, calculated assuming that all commitments for Additional ABLRevolving Capacity under the ABL Credit Agreement or ABL Replacement Indebtedness were fully drawn at such time and including Attributable Indebtedness in respect of Permitted Receivables Facilities in Consolidated Net Senior Secured Indebtedness; (d) Indebtedness outstanding on the date hereof2018 Refinancing Amendment Effective Date and, except for Intercompany Indebtedness among the Borrower and its Restricted Subsidiaries, listed on Schedule 7.02 and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension and by an amount equal to any accrued and unpaid interest and fees thereon and existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (e) Indebtedness consisting of unsecured guaranties by (i) a Loan Party of the Indebtedness and lease and other contractual obligations of its Wholly-Owned Restricted Subsidiaries in the ordinary course of business and on a basis consistent with past practice, (ii) the Loan Parties of each other’s Indebtedness and lease and other contractual obligations (other than obligations in respect of Permitted Convertible Notes) and (iii) Restricted Subsidiaries of the Borrower that are not for speculative purposesLoan Parties of each other’s Indebtedness and lease and other contractual obligations, in each case to the extent that the guaranteed Indebtedness or lease or other contractual arrangement is otherwise permitted under this Agreement; (f) Indebtedness incurred arising from the honoring by any Loan Party in respect a bank or other financial institution of letters of credita check, bank guarantees, bankers’ acceptances, warehouse receipts draft or similar instruments issued or created instrument drawn against insufficient funds in the ordinary course of business, including in respect so long as such Indebtedness is extinguished within ten Business Days 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 claimsthe incurrence thereof; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred Borrower and its Restricted Subsidiaries with respect to performance bonds, surety bonds, appeal bonds, guarantees or customs bonds required in the ordinary course of business or in accordance connection with customary terms and paid within the specified time, unless contested enforcement of rights or claims of the Borrower or any of its Restricted Subsidiaries or in good faith by appropriate proceedings and reserved for substantially connection with judgments that do not result in accordance with GAAPa Default or an Event of Default; (h) Indebtedness consisting owed to any Person providing property, casualty, liability or other insurance to the Borrower or any of guarantees resulting from endorsement its Restricted Subsidiaries, so long as the amount of negotiable instruments such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of such insurance for collection by any Loan Party the period in the ordinary course of businesswhich such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (i) Indebtedness in respect of Capitalized Leases (including the financing of such related installation, maintenance or software licensing charges), obligations in respect of any Synthetic Lease and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i) and any extension, renewal, replacement or refinancing thereof as permitted by Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding under this Section 7.02(i) shall not exceed $50,000,000, when taken together with all outstanding Indebtedness acquired or assumed pursuant to Section 7.02(j), the greater of $100,000,000 and 3.0% of Consolidated Total Assets (as of the date incurred); (j) Indebtedness of a Restricted Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition or other Investment permitted under Section 7.04 (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that (i) any Loan Party owing to any other Loan Party such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, and (ii) such Indebtedness owed does not constitute debt for borrowed money, it being understood and agreed that Capitalized Leases, purchase money Indebtedness and mortgage financing in respect of any Real Property shall not constitute debt for borrowed money for purposes of this subclause (ii) and (iii) the aggregate principal amount of all Indebtedness permitted by at any one time outstanding under this clause (j) shall not exceed $10,000,000 at any one time outstanding;, when taken together with all outstanding Indebtedness incurred pursuant to Section 7.02(i) and all Refinancing Indebtedness in respect thereof, the greater of (x) $100,000,000 and (y) 3.0% of Consolidated Total Assets (as of the date incurred); (k) Indebtedness of the Borrower or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, severance arrangements, purchase price adjustments, earnouts, stay bonuses and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 7.02(e)7.02(e); (l) Indebtedness of the Borrower under (x) the Existing Convertible Notes (as reduced by any repayments or prepayments of principal thereof after the Closing2018 Refinancing Amendment Effective Date, including as a result of any conversion of such Existing Convertible Notes into Company Common Stock in accordance with the terms thereof) and (y) any renewal or extension of any Existing Convertible Notes or any new issuance of unsecured senior convertible notes so long as (i) the aggregate Net Cash Proceeds (if any) from all such new issuances incurred after the 2018 Refinancing Amendment Effective Date in excess of $300,000,000 are applied within eighteen months thereafter to repay in full any then outstanding Existing Convertible Notes, (ii) no such Indebtedness shall have any maturity or mandatory redemption, prepayment, amortization, sinking fund or similar obligation (other than pursuant to a customary change of control offer and acceleration provisions following the occurrence of an event of default thereunder) prior to the date whichthat is 91 days after the Latest Maturity Date, in each case as such Latest Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness, (iii) except with respect to no more than $300,000,000 in aggregate principal amount of such Indebtedness incurred after the 2018 Refinancing Amendment Effective Date, the aggregate principal amount of such Indebtedness does not exceed the aggregate principal amount of the Existing Convertible Notes to be renewed, extended or repaid (plus the sum of (A) accrued and unpaid interest thereon and (B) customary fees and expenses relating to such renewal, extension or issuance), (iv) the terms of such Indebtedness (other than pricing, other economic terms and maturity) are either (x) substantially similar to the Existing Convertible Notes (as reasonably determined by the Borrower in good faith) or (y) otherwise reflect market terms at the time of incurrence of such Indebtedness (as reasonably determined by the Borrower in good faith), and (v) prior to any such renewal, extension or issuance, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to compliance with the requirements of the preceding clauses (iv); (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries for reimbursement obligations relating to letters of credit, performance bonds, surety bonds and bid bonds so long as the sum of the aggregate available amount of all such letters of credit (and any unreimbursed drawings in respect thereof) and the then outstanding amount of performance bonds, surety bonds and bid bonds does not at any time exceed the greater of $100,000,000 and 26.00% of LTM Consolidated EBITDA (as of the date incurred); (n) Indebtedness of the Borrower or any Restricted Subsidiary (which Indebtedness may be (A) (a) unsecured or (b) to the extent permitted below in this clause (n), (1) in the case of senior secured notes, secured by a Subsidiary Lien on the Collateral that is pari passu with or junior to the Lien that secures the Obligations or (2) in the case of term loans, secured by a Lien on the Collateral that is junior to the Lien that secures the Obligations and (B) guaranteed (other than in respect of Additional Convertible Notes) on a like basis by any or all of the other Loan Parties), so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) other than with respect to any Customary Bridge Loans, such Indebtedness does not mature earlier thanprior to (A) if secured on a pari passu basis with the Term Loans, the Latest Maturity Date and (B) otherwise, the date that is 91 days after the Latest Maturity Date, in each case as such Latest Maturity Date is in effect at the time of the incurrence or issuance of such Indebtedness (other than an earlier maturity date for customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after such Latest Maturity Date), (iii), (iii) other than with respect to any Customary Bridge Loans, the weighted average life to maturity of any such Indebtedness shall be no shorter than the weighted average life to maturity of the Term Loans then outstanding, (iv)(x) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) it may share ratably or less than ratably in any mandatory prepayments of the type required under Section 2.03(b)(i), (b)(ii) or (b)(iiiiv), as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable and (B) if such Indebtedness is in the form of term loans secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, such Indebtedness shall be subject to the MFN Provision, (y) if such Indebtedness consists of term loans that areis secured by a Lien on the Collateral that is junior to the Lien securing the Term Loans, it may provide for mandatory prepayments events subject to the prior payment in full of the Term Loans and Permitted First LienFirst-Priority Refinancing Debt as provided in the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, and (z) such Indebtedness shall otherwise have no mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Latest Maturity Date (other than (A) pursuant to customary asset sale (or casualty or condemnation event) and change of control offers and customary AHYDO Payments and, in the case of any customary bridge financingCustomary Bridge Loans, prepayments of such bridge financingCustomary Bridge Loans from the issuance of equity or other Indebtedness permitted hereunder and, (B) upon any event of default thereunder, (C) as a result of a scheduled maturity date, which is addressed in clause (ii) above and (D) amortization that is not in contravention of clause (iii) above), (v) the terms and conditions of such Indebtedness (excluding maturity and economic terms such as interest rate and redemption premiums, but without limiting the applicability of the requirements in clauses (ii) and (iii) above) are customary for financings of such type and are, taken as a Guarantor Subsidiary whole, not materially more restrictive than the terms of this Agreement (as reasonably determined by the Borrower) unless (x) such covenants and defaults apply only after the Latest Maturity Date in effect immediately prior to the incurrence of the such Indebtedness or (y) the Administrative Agent and the Borrower shall amend the provisions of this Agreement to provide for such more restrictive term to apply to the Loans hereunder (which amendment may be effected by the Administrative Agent and the Borrower without the consent of any Loan Party other Lender), (vi) to the extent such Indebtedness is Subordinated Indebtedness, the terms of such Indebtedness provide for customary payment subordination to the Obligations as reasonably determined by the Administrative Agent in good faith, (vii) if such Indebtedness is secured (it being understood that, in no event, shall any Additional Convertible Notes be permitted to be secured), (x) it shall not be secured by any assets or property other than Collateral securing the Obligations (including any assets or property of the Loan Parties that are not covered by the Security Documents on the Closing Date but which will secure the Obligations from and after the issuance of such Indebtedness as an Investment contemplated by Section 6.126.12), (y) at the time of the entering into of any such Indebtedness, it shall either be governed by the Intercreditor Agreement pursuant to a joinder to the Intercreditor Agreement in accordance with the terms thereof or an Other Intercreditor Agreement shall have been entered into and shall be in full force and effect, and the Loan Parties shall have complied with their obligations under Section 7.02; provided6.126.12, thatand (z) the Intercreditor Agreement or the Other Intercreditor Agreement, as applicable, shall provide, inter alia, that the Administrative Agent, for the benefit of the Secured Parties, shall retain a Lien on the Collateral that is pari passu with or senior to the Lien securing such Indebtedness, (viii) the Borrower shall be in compliance, on a Pro Forma Basis, with (x) if such Indebtedness is unsecured, an Interest Coverage Ratio of at least 2.00:1.00, and (y) if such Indebtedness is secured on a pari passu basis with the Liens securing the Obligations, a Total Secured Net Leverage Ratio for the applicable Calculation Period of less than 2.52.00:1.00, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to for the Collateral Documents respective Calculation Period and (Bz) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless if such Indebtedness is expressly permitted hereunder and expressly subordinated secured on a junior basis to the Loans and other Obligations in Liens securing the Obligations, a manner and on terms satisfactory to Total Secured Net Leverage Ratio for the Administrative Agent.applicable Ca

Indebtedness. CreateNo Loan Party will, incurnor will it permit any Subsidiary to, assume create, incur or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsSecured Obligations; (b) Surviving Indebtedness listed existing on the date hereof and set forth in Schedule 7.03(b), but not any 6.01 and extensions, renewals or and replacements of any such Indebtedness except in accordance with clause (d) hereof; (c) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), 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 in accordance with clause (d) hereof; provided that (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as is incurred prior to or within 90 days after such acquisition or the same are in effect on the date completion of this Agreement such construction or improvement and (ii) refinancings the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $500,000 at any time outstanding; (d) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b) and extensions (c) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such Indebtedness if the terms and conditions thereof extension, refinancing, or renewal are not less favorable to the obligor thereon or to the Lenders thereunder than the original terms of such Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of (iv) if the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or is refinanced, (B) exceed in a principal amount the Indebtedness being renewed, or extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and was subordinated in right of payment to the payment in full Secured Obligations, then the terms and conditions of the Obligations pursuant refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the terms of the Lender as those that were applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent;refinanced, renewed, or extended Indebtedness; and (je) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant of any Loan Party to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the other Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured IndebtednessParty, provided that such Indebtedness matures not less than one hundred eighty shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Lender; (180f) days following Guarantees by any Loan Party of Indebtedness of any other Loan Party, provided that (i) the Last Out Maturity DateIndebtedness so Guaranteed is permitted by this Section 6.01, and (ii) Guarantees permitted under this clause (f) shall be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations; and (mg) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent Other unsecured Indebtedness in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have an aggregate principal amount not exceeding $500,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed on of the Borrowers and their Subsidiaries set forth in Schedule 7.03(b)7.01 (and renewals, but not any extensions, renewals or replacements refinancings and extensions thereof; provided that (x) the amount of such Indebtedness except is not increased at the time of such renewal, refinancing or extension, (iy) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the obligor thereon maturity date of such renewal, refinancing or to extension shall be a date after the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness (including obligations in an amount respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrowers or any of their Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together along with all Indebtedness incurred pursuant to Section 7.01(j) shall not to exceed $1,000,000 in the aggregate 150,000,000 at any one time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in the case of additional Capital Leases or purchase money Indebtedness, no such Indebtedness shall be secured by refinanced for a principal amount in excess of the asset subject to such additional Capital Leases or acquired asset in connection with principal balance outstanding thereon at the incurrence time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetrefinancing; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrowers or any Subsidiary existing or arising under any Swap Contracts, provided that such obligations are (eor were) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with purchases, sales, liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposespurposes of speculation or taking a “market view”; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, other Indebtedness incurred by the Borrowers or any Loan Party in respect of letters their Subsidiaries after the Restatement Date, provided that (i) such Indebtedness shall be unsecured and (ii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in such Indebtedness and to the ordinary course concurrent retirement 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 any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with respect to reimbursement-type obligations regarding workers compensation claimsthe financial covenants set forth in Section 6.10(a) and (b); (g) Indebtedness incurred by pursuant to the Medium-Term Notes in an aggregate outstanding principal amount not to exceed $3,000,000, including any Loan Party in respect renewals, refinancings and extensions thereof; provided that (w) the amount of accounts payable such Indebtedness is not increased at the time of such renewal, refinancing or extension, (x) the terms of such renewal, refinancing or extension are materially not less favorable to trade creditors for goods such Borrowers or Subsidiary, taken as a whole, (y) such Indebtedness is unsecured, and services and current operating liabilities (not z) the result maturity date of such renewal, refinancing or extension shall be a date after the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;Maturity Date; and (h) unsecured Indebtedness consisting owing by the Company pursuant to the 7½% Senior Notes issued on November 3, 2009 and due 2019 in an aggregate principal amount not to exceed $150,000,000 (and renewals, refinancings and extensions thereof; provided that (x) the amount of guarantees resulting from endorsement such Indebtedness is not increased at the time of negotiable instruments for collection by any Loan Party in such renewal, refinancing or extension, (y) the ordinary course terms of businesssuch renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the maturity date of such renewal, refinancing or extension shall be a date after the Maturity Date); (i) Indebtedness of pursuant to the Revolving Credit Agreement in an aggregate outstanding principal amount not to exceed $380,000,000 (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party or, to the extent the aggregate commitments thereunder are increased pursuant to Section 2.14 of the Revolving Credit Agreement, such increased amount, not to exceed a maximum of $800,000,000), including and renewals, refinancings and extensions thereof; provided that (x) the amount of such Indebtedness is permitted as an Investment pursuant to Section 7.02not increased at the time of such renewal, refinancing or extension; provided, that, in each case (Ay) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) no additional collateral is pledged by the applicable promissory notes or an intercompany subordination agreement that in any Loan Parties to secure such case, is reasonably satisfactory to the Collateral AgentIndebtedness; (j) unsecured in addition to the Indebtedness otherwise permitted by this Section 7.01, other secured Indebtedness incurred by the Borrowers or any of their Subsidiaries after the Restatement Date, provided that (i) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other than for borrowed moneyIndebtedness of any Consolidated Party, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10(a) that may be deemed to exist and (b) and (ii) the aggregate principal amount of all secured Indebtedness taken together along with all Indebtedness pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties;Section 7.01(c) shall not exceed $150,000,000; and (k) Indebtedness in respect pursuant to the Amended and Restated Letter of Credit Agreement with SunTrust Bank related to the Union County, Arkansas Industrial Development Revenue Bonds (Del-Tin Fiber Project) Series 1998 (“Bonds”) and the Bonds, assumed by the Borrowers upon completion of the convertible notesmerger of Deltic Timber Corporation into a wholly-owned subsidiary of the Company in an aggregate outstanding principal amount not to exceed $29,688,750, including, any renewals, refinancings and extensions thereof; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full that (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (mw) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes amount of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder not increased at the time of such renewal, refinancing or extension, (x) the terms of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole, (y) no additional collateral is pledged by the Loan Parties to secure such Indebtedness, and expressly subordinated to (z) the Loans and other Obligations in maturity date of such renewal, refinancing or extension shall be a manner and on terms satisfactory to date after the Administrative AgentMaturity Date.

Indebtedness. CreateSubject to the last sentence of this Section 6.01, the Borrower will not, nor will it permit any of the Subsidiary Guarantors to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness created hereunder; (b) Surviving Secured Longer-Term Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such and Unsecured Longer-Term Indebtedness except so long as (i) renewals and extensions expressly provided for in no Default exists at the agreements evidencing any such Indebtedness as time of the same are in effect on the date of this Agreement and incurrence thereof, (ii) refinancings the aggregate amount of such Secured Longer-Term Indebtedness and extensions Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), and (iii) prior to and immediately after giving effect to the incurrence of any such Indebtedness if Secured Longer-Term Indebtedness, the terms and conditions thereof are Covered Debt Amount does not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromnot exceed the Borrowing Base then in effect; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Other Permitted Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP LoanGuarantees of Indebtedness otherwise permitted hereunder; (e) Indebtedness in respect of Swap Contracts designed any Obligor owing to hedge against interest ratesany other Obligor or, foreign exchange rates or commodities pricing risks incurred if such Indebtedness is subject to subordination terms and conditions that are satisfactory to the Administrative Agent, any other Subsidiary of the Borrower; (f) Indebtedness of Financing Subsidiaries; (g) repurchase obligations arising in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPU.S. Government Securities; (h) Indebtedness consisting obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party securities in the ordinary course of business; (i) Secured Shorter-Term Indebtedness of so long as (i) any Loan Party owing to any other Loan Party and no Default exists at the time of the incurrence thereof, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case does not exceed the greater of (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents $20,000,000 and (B) all 5% of Shareholders’ Equity, (iii) the aggregate amount of such Indebtedness shall be unsecured Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), and subordinated in right of payment (iv) prior to and immediately after giving effect to the payment in full incurrence of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such caseIndebtedness, is reasonably satisfactory to the Collateral AgentCovered Debt Amount does not or would not exceed the Borrowing Base then in effect; (j) unsecured Indebtedness obligations (other than for borrowed moneyincluding Guarantees) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course respect of business of the Loan PartiesStandard Securitization Undertakings; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsPermitted SBIC Guarantees; (l) Indebtedness incurred pursuant to the 2019 Convertible Notes; (m) Unsecured Shorter-Term Indebtedness (other unsecured than Special Unsecured Indebtedness that would otherwise constitute Unsecured Shorter-Term Indebtedness) so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed $150,000,000, (iii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness, provided that taken together with then-outstanding Special Unsecured Indebtedness incurred pursuant to Section 6.01(n), does not exceed $500,000,000, (iv) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), and (v) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; (n) Special Unsecured Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness matures does not less than one hundred eighty exceed $400,000,000, (180iii) days following the Last Out Maturity Dateaggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness, taken together with then-outstanding Unsecured Shorter-Term Indebtedness incurred pursuant to Section 6.01(m), does not exceed $500,000,000, (iv) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b), and (v) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; and (mo) other Indebtedness not to exceed the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes greater of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (ai) $25,000,000 and (ii) 5% of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have Shareholders’ Equity at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness for Money Borrowed: (a) Obligations that is Unsecured Debt, except to the extent that: (i) if such Indebtedness is new Indebtedness that did not exist as of the Closing Date, the Borrower and Consolidated Entities are in compliance with each of the financial covenants set forth in this Agreement both before and after giving effect to the incurrence of such Indebtedness; provided that, upon such incurrence, the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable shall be deemed to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not have (A) include Indebtedness of an obligor that was not an obligor with respect to reaffirmed the Indebtedness being extended, renewed or refinanced, representations and warranties set forth in Section 4.02(a) herein and (B) exceed in made a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any representation that no Default or Event of Default has occurred and is continuing in existence prior to or would will result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any from such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateincurrence; and (mii) the 2021 Preferred Stock on terms reasonably acceptable aggregate Unsecured Debt of the Loan Parties (including any requested or pending Credit Extension) is less than or equal to the Administrative Agent in its sole discretion. For purposes difference between (A) the sum of determining compliance with this Section 7.03, all Obligations outstanding under (I) the Value of Income Producing Assets wholly owned by the Loan Documents will Parties that are Unencumbered Properties, multiplied by sixty percent (60%) plus (II) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties and that are not Land Assets, Condominium Assets or Residential Assets, multiplied by sixty percent (60%), plus (III) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties that are entitled residential Land Assets, Residential Assets or Condominium Assets (provided that the maximum amount of Condominium Assets included in such Value of Non-Income Producing Assets 83862495 prior to being multiplied by the following percentage shall be deemed to have been incurred in reliance only on $100,000,000), multiplied by fifty percent (50%), plus (IV) the exception sum of (a) the value of the items included in clause (a) of this Section 7.03. Notwithstanding anything the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by one hundred percent (100%), plus (b) the value of the items included in clauses (b) and (c) of the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by fifty percent (50%), less (B) the sum of (I) the amount of incurred and outstanding secured Indebtedness that is recourse to the contrary hereinBorrower and/or Consolidated Entities (not including debt recourse to a single asset entity or customary recourse carve-outs relating to nonrecourse secured Indebtedness) in excess of ten percent (10%) of Total Assets, no Loan Party plus (II) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds seventy-five percent (75%) of the cost of the underlying individual collateral (that are not Land Assets) securing such Indebtedness, plus (III) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds fifty percent (50%) of the cost of the underlying individual Land Assets securing such Indebtedness; provided that (y) to the extent the sum of the amounts calculated pursuant to subclauses (A)(II), (A)(III) and (A)(IV) above constitutes more than twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall have outstandingbe reduced to the extent required to cause the amount calculated pursuant to such subclauses (A)(II), create (A)(III) and (A)(IV) to equal twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), and (z) to the extent the amount calculated pursuant to subclause (A)(III) above constitutes more than five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall be reduced to the extent required to cause the amount calculated pursuant to such subclause (A)(III) to equal five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii); and (b) that is Secured Debt that is recourse to the Borrower and/or Consolidated Entities (not including debt recourse to a single asset entity or incur any Indebtedness owing customary recourse carve-outs relating to any other Loan Party or any Affiliate or employee nonrecourse Secured Debt) except to the extent that such Secured Debt does not, as of any Loan Party unless date of calculation, exceed an aggregate amount equal to twenty percent (20%) of Total Assets as of such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentdate.

Indebtedness. CreateA. The Company shall not, and shall not permit any Subsidiary to, incur, directly or indirectly, any Indebtedness (other than Indebtedness described in subsection 7.1B); provided, however, that the Company or any Subsidiary shall be permitted to incur such Indebtedness if, on the date of such incurrence, and on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of proceeds therefrom, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the Interest Coverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are available would equal or exceed 2.0:1.0. B. Notwithstanding clause 7.1A above, the Company and its Subsidiaries may create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness as follows: (ai) Obligations Each of the Loan Parties under the Loan Documentsmay become and remain liable with respect to its respective Obligations; (bii) Surviving The Company and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness listed on described in Schedule 7.03(b7.1 and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension (but including accrued but unpaid interest to be capitalized in the principal thereof and fees and expenses incurred in connection therewith); (A) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Guaranty Obligations (other than Guaranty Obligations permitted pursuant to subsection 7.1B(i), but subsection 7.IB(vii) and subsection 7.1B(ix)) in an aggregate amount not to exceed $5,000,000 at any extensions, renewals time outstanding; and (B) the Company may become and remain liable with respect to Indebtedness in respect of Guaranty Obligations of obligations of Subsidiaries in an aggregate amount not to exceed $7,500,000 at any time outstanding; (iv) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness of the Company and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or replacements other purchase money Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset (or to finance such purchase price within ninety (90) days of such Indebtedness except acquisition) provided, that (i) renewals and extensions expressly provided such Indebtedness when incurred shall not exceed the purchase price or cost of improvement or construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (including accrued but unpaid interest to be capitalized in the agreements principal thereof and fees and expenses incurred in connection therewith); and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; (v) The Company and its Subsidiaries may become and remain liable with respect to any unsecured intercompany Indebtedness among the Loan Parties, provided that any such Indebtedness owed by any Loan Party shall be fully subordinated to the Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and notes evidencing any such material Indebtedness as owed to any Loan Party shall be pledged to the same are Collateral Agent on behalf of the Lenders to secure the Obligations; (vi) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness under Hedge Agreements required under subsection 6.10 and other Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (vii) The Company and its Subsidiaries may become and remain liable with respect to any Subordinated Debt and any Guaranty Obligations in connection with such Subordinated Debt, including without limitation any Take-Out Financing that is used to redeem or otherwise repurchase Preferred Stock; provided that if such Take-Out Financing is used to redeem or otherwise repurchase Preferred Stock then the Leverage Ratio shall be less than 4.0:1.0 on a Pro Forma Basis after giving effect on to the date incurrence of this Agreement such Take-Out Financing; (viii) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness and obligations of Loan Parties owing under documentary letters of credit for the purchase of goods or other merchandise (iibut not under standby, direct pay or other letters of credit except for the letters of credit under the First Lien Credit Agreement) refinancings generally; (ix) The Company and extensions its Subsidiaries may become and remain liable with respect to Indebtedness owed under the First Lien Credit Agreement; (x) The Company and its Subsidiaries may become and remain liable with respect to other Indebtedness in an aggregate principal amount not to exceed $7,500,000 at any time outstanding; (xi) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness of any Person or the property or assets of any Person acquired by the Company or any of its Subsidiaries in connection with any Permitted Acquisition so long as such Indebtedness if was in existence at the time of such acquisition and was not incurred in contemplation of such transaction; and (xii) The Company and the Subsidiary Guarantors may become and remain liable with respect to unsecured Indebtedness the proceeds of which are used to repay Obligations under this Agreement; provided, that, the terms and conditions thereof of such Indebtedness are not no less favorable to the obligor obligors thereon or to the Lenders (other than with respect to interest rate and fees) than the Indebtedness being refinanced or extendedterms of this Agreement and the other Loan Documents, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, obligations under this Agreement and all other terms and provisions of such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms are reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateDirectly or indirectly create, incur, assume assume, guaranty, or suffer otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): Indebtedness except: (a) Obligations of the Loan Parties under the Loan Documents; Obligations; (b) Surviving intercompany Indebtedness listed on Schedule 7.03(b)among the Borrowers, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for incurred in the agreements evidencing any such Indebtedness as the same are in effect on the date ordinary course of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extendedbusiness; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness incurred after the Closing Date in connection with respect to Capital Leases and or purchases secured by purchase money Liens, in both cases together not to exceed $2,000,000 in outstanding principal amount in the aggregate; (d) Indebtedness existing on the Closing Date and identified on Schedule 7.1; (e) Indebtedness incurred in an amount connection with refinancing of those certain mortgages existing on the date hereof that encumber certain real property owned by the Borrowers on the date hereof, as set forth in Schedule 7.1, which Indebtedness shall not exceed the principal balance secured by such mortgages on the Closing Date; and (f) except as set forth in Schedule 7.1, unsecured Indebtedness not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) outstanding principal amount in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may beaggregate. No Borrower will, and (y) in the case will not permit any of purchase money Indebtednessits Subsidiaries to, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) incur any Liabilities except for Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts payable 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; (g) Indebtedness incurred by which any Loan Party in respect Borrower or any of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor under GAAP. There may be no Indebtedness owing by SHS to the Company or another Borrower other than in an aggregate principal amount not to exceed the sum of the principal balance of such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms Closing Date (and which Borrowers represent and warrant is approximately $4,050,000 as of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Closing Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent).

Indebtedness. CreateNeither the Company nor any of its ------------ Subsidiaries shall directly or indirectly create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors arising from current liabilities for goods and services and current operating liabilities (not the result of the borrowing of money) incurred purchased in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary normal course of business; (iiii) the Permitted Existing Indebtedness, and xtensions, renewals, replacements and refinancings thereof, not exceeding the principal amount outstanding on the date of such extension, renewal, replacement or refinancing; (iv) Subordinated Indebtedness; (v) Indebtedness incurred by the Company or any of (i) any Loan Party owing to any other Loan Party its Subsidiaries for Capital Expenditures and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party Capital Lease obligations to the extent such permitted under the second proviso of Section 8.04 in an aggregate amount not to exceed (when added to Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case respect of Permitted Financings) Twenty Million Dollars (A$20,000,000) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in at any such case, is reasonably satisfactory to the Collateral Agenttime outstanding; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (kvi) Indebtedness in respect of Interest Rate Contracts with respect to which the convertible notes; provided that, all such relevant Loan Party is in full compliance with Section 6.10; (vii) Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsAccommodation Obligations permitted by Section 7.04; (lviii) Indebtedness of any Loan Party to any other unsecured IndebtednessLoan Party; provided, provided that such however, loans made by any Borrowing Subsidiary to the Company shall only be permitted to be made if the Relevant Condition shall be satisfied with respect thereto; (ix) Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Datein respect of Permitted Financings; and (mx) the 2021 Preferred Stock on terms reasonably acceptable Indebtedness arising in respect of Transaction Costs to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only extent not fully paid on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentEffective Date.

Indebtedness. Create, Borrower shall not incur, assume create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtednessobligations or indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): EXCEPT (a) Obligations of the Loan Parties under the Loan Documents; Obligations; (b) Surviving Indebtedness listed trade obligations and normal accruals in the ordinary course of business not yet due and payable, or with respect to which Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to Borrower, and with respect to which adequate reserves in accordance with GAAP have been set aside on its books; (c) purchase money indebtedness (including capital leases) to the extent not incurred or secured by liens (including capital leases) in violation of any other provision of this Agreement; (d) obligations or indebtedness set forth on the Information Certificate; (e) obligations in respect of capital leases outstanding on the Closing Date set forth on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except 9.9(e) hereto; (if) renewals and extensions expressly provided for in indebtedness arising under the agreements evidencing any such Indebtedness Indenture (as the same are in effect on the date Closing Date) governing Borrower's 11% Senior Notes due April 15, 2005; (g) indebtedness incurred with respect to capital leases as long as Borrower is not in violation of this Agreement and Section 9.13 hereof; (iih) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor indebtedness incurred with respect to the Indebtedness being extended, renewed or refinanced, (Bmortgages permitted by Section 9.8(e) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness indebtedness incurred hereafter in an amount not to exceed $1,000,000 10,000,000 in any fiscal year of Borrower with respect to mortgages permitted by Section 9.8(k); and (i) other unsecured indebtedness of Borrower having an aggregate outstanding principal amount of not more than $10,000,000; PROVIDED, THAT, Borrower covenants and agrees that (i) Borrower shall only make regularly scheduled payments of principal and interest in respect of such obligations and indebtedness in accordance with the aggregate at any time outstanding; provided that terms of the agreement or instrument evidencing or giving rise to such obligations or indebtedness as in effect on the Closing Date, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of any such Indebtedness obligations or indebtedness or any agreement, document or instrument related thereto as in effect on the Closing Date, or (xB) in the case of additional Capital Leases redeem, retire, defease, purchase or purchase money Indebtednessotherwise acquire any such obligations or indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (iii) Borrower shall be secured by the asset subject furnish to such additional Capital Leases Lender all notices or acquired asset demands in connection with all such obligations and indebtedness either received by Borrower or on its behalf, promptly after the incurrence of such Indebtednessreceipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Ordinary Course Indebtedness of the Loan Parties under the Loan DocumentsTTI and its Subsidiaries; (b) Surviving Indebtedness of TTI and its Subsidiaries outstanding on the date hereof and listed on Schedule 7.03(b)7.01(b) and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable by an amount equal to the obligor thereon premium or to the Lenders than the Indebtedness being refinanced or extendedother amount paid, and the average life to maturity thereof is greater than or fees and expenses incurred, in connection with such refinancing and by an amount equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromutilized commitments thereunder; (c) Indebtedness with respect to Capital Leases of TTI and purchase money Indebtedness the Guarantors secured by Liens permitted by Section 7.02(f) in an aggregate principal amount not to exceed $1,000,000 25,000,000 at any time outstanding; (d) additional unsecured (except to the extent of any Liens permitted pursuant to Section 7.02(i)) Indebtedness of TTI and the Guarantors; provided such additional Indebtedness, when added to the then outstanding Indebtedness of TTI and its Subsidiaries, would not cause TTI to be in violation of Section 7.12; and provided further that (i) the additional Indebtedness permitted pursuant to this clause (d) which is Indebtedness of the Guarantors shall not exceed, in the aggregate at any one time outstanding; provided that , $25,000,000, and (ii) Indebtedness permitted under this clause (d) may not (other than additional unsecured (except to the extent of any such Liens permitted pursuant to Section 7.02(i)) Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset assumed in connection with the incurrence of such Indebtedness, as the case may be, and (ya Permitted Acquisition in an aggregate amount not to exceed at any one time outstanding $20,000,000) in the case of purchase money Indebtedness, shall constitute not less contain covenants more restrictive than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loanthose contained herein; (e) Acquired Indebtedness of TTI and its Subsidiaries in respect of Swap Contracts designed an aggregate principal amount not to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;exceed $35,000,000 at any time outstanding; and (f) Indebtedness incurred by any Loan Party in respect of letters of crediton and prior to the TTI Closing Date, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party ALT and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full its Subsidiaries (other than any payment as a result member of the conversion of such convertible notes into Equity Interests of ParentTTI Group) to the Obligations; (l) other unsecured Indebtednessextent permitted under Section 5.1 of the Existing ALT Credit Agreement, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent as in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only effect on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentdate hereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the Loan Parties under purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the Loan Documentsnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Surviving Indebtedness listed on Schedule 7.03(b)of a Guarantor owed to the Borrower or a Guarantor, but not any extensions, renewals or replacements of such which Indebtedness except shall (i) renewals and extensions expressly provided for in constitute pledged debt under the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and Pledge Agreements, (ii) refinancings and extensions of any such Indebtedness if the be on terms and conditions thereof are not less favorable (including subordination terms) acceptable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, Administrative Agent and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness (iii) be otherwise permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness provisions of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromSection 7.03; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in constituting the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetObligations; (d) Indebtedness outstanding on the SBA PPP Loandate hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses 111 reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesCapitalized Leases and purchase money obligations arising in connection with the acquisition of equipment within the limitations set forth in Section 7.01(i); provided, foreign exchange rates however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $[20,000,000]10,000,000; (f) Guarantees of the Borrower or commodities pricing risks incurred any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business and not for speculative purposesagainst insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (fh) Indebtedness in the form of (i) performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of letters of creditworkers’ compensation claims, bank guaranteesperformance, bankers’ acceptancesbid and surety bonds and completion guaranties, warehouse receipts or similar instruments issued or created in each case, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, thatwhich, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesconsistent with past practices; (k) Indebtedness in respect all obligations of the convertible notes; provided that, all such Indebtedness type described in respect clause (g) of the convertible notes shall be unsecured and subordinated in right definition of payment “Indebtedness” relating to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;Qualified Securities; 112 (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DatePermitted Mortgage Financings; and (m) other Indebtedness; provided, however, that the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes aggregate principal amount of determining compliance with Indebtedness permitted under this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a7.02(m) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have not exceed $10,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that original obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted remain the only obligors thereon, except to the extent otherwise required by the original terms of such Indebtedness; (b) Indebtedness created hereunder and under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness under the First Lien Credit Agreement in an aggregate principal amount not to exceed (x) $1,000,000 in 270,000,000 less the sum of (A) the aggregate at amount of all repayments of the principal amount of any time outstandingterm loans under the First Lien Credit Agreement made after the Closing Date and (B) the aggregate amount of any permanent reductions of revolving commitments of revolving loans under the First Lien Credit Agreement made after the Closing Date plus (y) $10.000.000, and any refinancing, substitution, extension, replacement or restructuring of the foregoing that is not prohibited by the Intercreditor Agreement; provided that any such Indebtedness the sum of (xA) in the case aggregate principal amount of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, Incremental Term Loans hereunder and (yB) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetprincipal amount of Incremental First Lien Term Loans shall not exceed $60,000,000; (d) intercompany Indebtedness of the SBA PPP LoanBorrower and the Subsidiaries to the extent permitted by Section 6.04(c); (e) Indebtedness in respect of Swap Contracts designed the Borrower or any Subsidiary incurred to hedge against interest ratesfinance the acquisition, foreign exchange rates construction or commodities pricing risks improvement of any fixed or capital assets, 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 in prior to or within 180 days after such acquisition or the ordinary course completion of business such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(e), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to Section 6.01(f) shall not for speculative purposesexceed $30,000,000 at any time outstanding; (f) Capital Lease Obligations and Synthetic Lease Obligations, in each case incurred pursuant to capital leases or Synthetic Leases entered into on or after the Closing Date, in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred by pursuant to Section 6.01(e), not in excess of $30,000,000 at any Loan Party 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 claimstime outstanding; (g) Indebtedness under performance bonds, surety bonds or like instruments or with respect to workers' compensation claims, in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (ih) Indebtedness of incurred by Foreign Subsidiaries on or after the Closing Date in an aggregate principal amount not exceeding $20,000,000 at any time outstanding provided, that (i) any Loan Party owing the maximum amount of Indebtedness that may be created, incurred, assumed or suffered to exist pursuant to this Section 6.01(h) will not be deemed to be exceeded, with respect to any other Loan Party such outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to for the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.036.01(h), all Obligations outstanding under the Loan Documents will dollar equivalent principal amount of any such Indebtedness denominated in a foreign currency shall be deemed to have been incurred in reliance only calculated based on the exception relevant currency exchange rate in clause effect on the date such Indebtedness was created, incurred, assumed or suffered to exist; (ai) Guarantees (i) by the Borrower or any Domestic Subsidiary of any Indebtedness of the Borrower or any Domestic Subsidiary permitted under this Section 7.03. Notwithstanding anything 6.01, (ii) by the Borrower or any Domestic Subsidiary that is a Subsidiary Guarantor of Indebtedness otherwise permitted under this Section 6.01 of any Foreign Subsidiary; and (iii) by any Foreign Subsidiary that is not a Loan Party of Indebtedness of another Foreign Subsidiary; (j) Indebtedness acquired or assumed by the Borrower or any Subsidiary in connection with any Permitted Acquisition in an aggregate principal amount not in excess of $10,000,000 at any time outstanding; provided that such Indebtedness existed at the time of such Permitted Acquisition and was not created in connection therewith or in contemplation thereof; (k) to the contrary hereinextent constituting Indebtedness, no Loan Party shall have outstandingcustomary purchase price adjustments, create or incur any Indebtedness owing to any other Loan Party earn outs, indemnification obligations and similar items of the Borrower or any Affiliate of its Subsidiaries in connection with Permitted Acquisitions and Asset Sales; and (l) other unsecured Indebtedness of the Borrower or employee of the Subsidiaries in an aggregate principal amount not exceeding $15,000,000 at any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agenttime outstanding.

Indebtedness. CreateNo Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of each Borrower and its Subsidiaries may become and remain liable with respect to the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) each Borrower and its Subsidiaries may become and remain liable with respect to any Indebtedness set forth in Schedule 6.1 (and renewals, refinancings and extensions of any such Indebtedness if the thereof on terms and conditions thereof are not no less favorable to such Borrower or such Subsidiary, in a principal amount not in excess of the obligor principal balance outstanding thereon at the time of such renewal, refinancing or to the Lenders extension and with a maturity date and weighted average life no greater than the Indebtedness being refinanced or extended, refinanced); (iii) each Borrower and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor its Subsidiaries may become liable with respect to the trade or other similar Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposespayable within sixty days; (fiv) the Borrowers and their Subsidiaries may become liable with respect to purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred by any Loan Party such Borrower or any such Subsidiary to finance the purchase of fixed assets not owned as of the date hereof, provided, that (a) the aggregate amount of such Indebtedness shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding, (b) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed and (c) any Lien securing such Indebtedness shall attach to the acquired assets within 90 days after the acquisition thereof; (v) renewals, refinancings and extensions of any Indebtedness permitted pursuant to clause (iv) above on terms and conditions no less favorable to such Borrower or such Subsidiary and in respect a principal amount not in excess of letters the principal balance outstanding thereon at the time of creditsuch renewal, bank guarantees, bankers’ acceptances, warehouse receipts refinancing 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 extension; (vi) each Borrower and its Subsidiaries may become liable with respect to reimbursement-type obligations regarding workers compensation claimsIndebtedness under, or constituting net exposure under, Interest Rate Agreements entered into in accordance with Section 5.15; (gvii) Indebtedness incurred any wholly-owned Subsidiary of any Borrower may become liable with respect to loans made to it by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities Borrower as long as (not the result of the borrowing of moneya) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment evidenced by a promissory note in form and substance reasonably satisfactory to the Administrative Agent which shall be pledged to the Administrative Agent pursuant to Section 7.02; provided, thatthe applicable Pledge Agreement and (b) the proceeds of such loan are used to provide for working capital and general corporate needs of such Subsidiary or to fund the acquisition of Telecommunication Assets by such Subsidiary, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to in a first priority Lien pursuant to manner which is consistent with the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentthen current Business Plan; (jviii) unsecured the Borrowers and their Subsidiaries may become liable with respect to other Indebtedness (other than for borrowed money) that may be deemed with aggregate annual payments not to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateexceed $500,000; and (mix) the 2021 Preferred Stock on terms reasonably acceptable Borrowers and their Subsidiaries may become liable with respect to unsecured Indebtedness evidenced by the Administrative Agent Nortel Note in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed an aggregate principal amount not to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceed $2,321,117.00 at any one time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateNeither Holdings, incurexcept with respect to subsections (a) and (e) below, assume nor Borrower, nor any of Borrower’s Subsidiaries, will create, incur or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed existing on the date hereof and described in Schedule 7.03(b5.22; (c) subject to subsection (k) of this Section 6.17, purchase money Indebtedness incurred in connection with the purchase of any Equipment (other than Compression Units or Inventory); provided that, but the amount of such purchase money Indebtedness shall be limited to an amount not in excess of the purchase price of such Equipment; (d) Indebtedness which represents an extension, refinancing, or renewal of any extensionsof the Indebtedness described in clauses (b) and (c) hereof; provided that, renewals (i) the principal amount or replacements interest rate of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and is not increased, (ii) refinancings and extensions any Liens securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such Indebtedness if the terms and conditions thereof extension, refinancing, or renewal are not less favorable to the obligor thereon or to the Lenders thereunder than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence original terms of such Indebtedness, as the case may be, and (yiv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the case of purchase money IndebtednessObligations, shall constitute not less than 75% then the terms and conditions of the aggregate consideration paid with respect refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to such asset; (d) the SBA PPP LoanAgent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; (e) Indebtedness owing by any Loan Party to any other Loan Party with respect to intercompany loans, provided further, that: (i) the applicable Loan Parties shall have executed on the Original Closing Date, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by any Loan Party to another Loan Party, which Intercompany Notes shall be in respect form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent pursuant to the Security Agreement as additional collateral security for the Secured Obligations; (ii) the Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Agent; (iii) the obligations of Swap Contracts designed the Borrower under any such Intercompany Notes shall be subordinated to hedge against interest ratesthe Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Agent; (iv) at the time any such intercompany loan or advance is made by the Borrower and after giving effect thereto, foreign exchange rates the Borrower shall be Solvent; and (v) no Default or commodities pricing risks incurred in the ordinary course of business Unmatured Default would occur and not for speculative purposes;be continuing after giving effect to any such proposed intercompany loan. (f) Indebtedness incurred Contingent Obligations (i) by any Loan Party in respect endorsement of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts instruments for deposit or similar instruments issued or created collection in the ordinary course of business, including (ii) consisting of the Reimbursements Obligations, and (iii) consisting of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party if the primary obligation is expressly permitted elsewhere 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 claimsthis Section 6.17; (g) Indebtedness incurred by any Loan Party in respect Subject to subsection (k) of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified timethis Section 6.17, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPCapitalized Lease Obligations; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business[Reserved]; (i) Indebtedness arising under Rate Management Transactions having an aggregate notional amount not exceeding fifty percent (50%) of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that the Aggregate Commitment; provided that, such Rate Management Transaction is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness with an Affiliate of Borrower and is permitted as made on an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentarm’s-length basis; (j) Other secured or unsecured Indebtedness issued by a Loan Party or any of its Subsidiaries; provided that, (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Facility Termination Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that which taken as a whole are materially more restrictive on the Borrower or any of its Subsidiaries than then available market terms and conditions for borrowed moneycomparable issuers and issuances and (v) that may be deemed to exist pursuant to if such Indebtedness is secured, any bona fide warranty Liens securing such Indebtedness constitute Permitted Liens, and any refinancings, refundings, renewals or contractual service obligations extensions thereof or performance in this Facility; provided that, the ordinary course terms of business such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of the Loan Parties;this Section 6.17(j). (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary hereinin subsections (c) and (g) of this Section 6.17, no Loan Party the aggregate outstanding debt with respect to purchase money Indebtedness, as provided in subsection (c) of this Section 6.17 and Capitalized Lease Obligations Indebtedness, as provided for pursuant to subsection (g) of this Section 6.17 shall have outstanding, create or incur not in the aggregate exceed $7,500,000 outstanding at any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentone time.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b)7.02 and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable by an amount equal to the obligor thereon a reasonable premium or to the Lenders than the Indebtedness being refinanced or extendedother reasonable amount paid, and the average life to maturity thereof is greater than or fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to that of any existing commitments unutilized thereunder and the Indebtedness being refinanced direct or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an any contingent obligor with respect to the Indebtedness being extendedthereto is not changed, renewed as a result of or refinancedin connection with such refinancing, (B) exceed in a principal amount the Indebtedness being renewedrefunding, extended renewal or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension; (c) Indebtedness with in respect to Capital Leases of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $2,500,000; (i) the Holdco Note, (ii) unsecured Indebtedness of a Subsidiary of a Borrower owed to such Borrower or a Subsidiary of such Borrower, which Indebtedness in the case of this clause (ii), shall (x) to the extent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Administrative Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (y) be on terms (including subordination terms) acceptable to the Administrative Agent and (z) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); and (iii) to the extent constituting Indebtedness, Investments and other intercompany transactions by and between Borrowers and their Subsidiaries, which are permitted by the terms of Section 7.03 and/or Section 7.08; provided, however, for the avoidance of all doubt, that nothing in this subsection (d) or otherwise in this Agreement shall limit, impair or hinder the ability of MagicJack to cancel or forgive the Holdco Note in connection with any merger, dissolution or other disposition of MagicJack permitted pursuant to Section 7.04(a) of this Agreement; (e) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of a Borrower or any Guarantor; (f) unsecured Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that the Loan Parties are in Pro Forma Compliance with each of the financial covenants set forth in Section 7.11; (g) all Indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (x) except in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (ydaylight overdrafts) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge drawn against interest rates, foreign exchange rates or commodities pricing risks incurred insufficient funds in the ordinary course of business (provided that such Indebtedness is extinguished within ten (10) Business Days of incurrence and not for speculative purposes; (fii) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments endorsements for collection by any Loan Party or deposit in the ordinary course of business; (i) any subordinated Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated subordination agreement in right of payment to the payment in full favor of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that Administrative Agent in any such case, is form and substance reasonably satisfactory to the Collateral Agentadministrative Agent and not in excess of $1,000,000 unless otherwise agreed by the Administrative Agent and the Required Lenders; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service contingent obligations or performance in the ordinary course of business of the Loan Partiesarising under indemnity provisions in Contractual Obligations; (k) unsecured trade payables in the ordinary course of business and payable on normal trade terms and not otherwise prohibited by the terms of this Agreement; and (l) Indebtedness (i) in respect of the convertible notes; provided thatExisting Letter of Credit Obligations and replacements thereof and other commercial and trade letters of credit (including reimbursement obligations with respect to any such letters of credit) in the ordinary course of business consistent with past practice, all such Indebtedness in respect (ii) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, workers’ compensation claims, performance or completion guarantees, surety, stay, customs, appeal, performance and/or return of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (money bonds or other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been similar obligations incurred in reliance only on the exception ordinary course of business, and (iii) bank guarantees, bankers’ acceptances, performance, bid, appeal and surety bonds, performance and completion guarantees, or similar obligations, in clause (a) each case, in the ordinary course of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create business or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentconsistent with past practice.

Indebtedness. Create, incur, suffer or permit to exist, or assume or suffer guarantee, directly or indirectly, or become or remain liable with respect to exist any IndebtednessBorrowed Money Indebtedness (as defined below), whether direct, indirect, absolute, contingent or otherwise, except the following, without duplication (which constitutes “Permitted Indebtedness”): : (a) Obligations of the Loan Parties under the Loan Documents; Obligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect liabilities existing on the date of this Agreement and disclosed on Schedule 8.1 hereto and all renewals, extensions and replacements (iibut not increases) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the foregoing; (c) Indebtedness being refinanced or extendedunder the Canadian Facility and all renewals, extensions and replacements (but not increases) thereof; provided(d) purchase money Indebtedness to acquire Equipment not exceeding, such in the aggregate, $10,000,000 outstanding at any one time; (e) in addition to Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extendedd), renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money non-recourse Indebtedness in an aggregate amount not to exceed $1,000,000 60,000,000 at any one time outstanding incurred by Subsidiaries of the Borrower which is payable solely by recourse to Properties which are not included in the aggregate at any time outstanding; provided that any such Indebtedness (x) Borrowing Base or in the case of additional Capital Leases "Collateral" under the Pulp Credit Facility and which are acquired or purchase money Indebtedness, shall be secured constructed by such Subsidiary after the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; date hereof; (f) Indebtedness incurred by any Loan Party Subordinated Debt so long as the net proceeds of such Subordinated Debt are applied 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result payment of the borrowing of money) incurred in Term Loans or "Loans" under the ordinary course of business in accordance with customary terms and paid within Pulp Credit Facility or, if no Term Loans or "Loans" under the specified timePulp Credit Facility remain outstanding, unless contested in good faith so long as the Revolving Loan Commitments or the "Loan Commitments" under the Pulp Credit Facility are reduced by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party an amount equal to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion net proceeds of such convertible notes into Equity Interests of Parent) to the ObligationsSubordinated Debt; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b)7.02 and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable by an amount equal to the obligor thereon a reasonable premium or to the Lenders than the Indebtedness being refinanced or extendedother reasonable amount paid, and the average life to maturity thereof is greater than or fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to that of any existing commitments unutilized thereunder and the Indebtedness being refinanced direct or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an any contingent obligor with respect to the Indebtedness being extendedthereto is not changed, renewed as a result of or refinancedin connection with such refinancing, (B) exceed in a principal amount the Indebtedness being renewedrefunding, extended renewal or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension; (c) Indebtedness with in respect to Capital Leases of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(h); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000 (which amount excludes any Indebtedness outstanding on the date hereof and listed on Schedule 7.02); (d) Unsecured Indebtedness of a Subsidiary of the Company owed to the Company or a Subsidiary of the Company, which Indebtedness shall be permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Guarantees of the Loan Parties in respect of Indebtedness otherwise permitted hereunder of the Loan Parties; (f) Indebtedness of any Person that becomes a Subsidiary of the Company after the date hereof in a transaction permitted hereunder in an aggregate principal amount not to exceed $1,000,000 5,000,000; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary of the Company and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Company; and (g) Other unsecured Indebtedness not contemplated by the above provisions in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that any such Indebtedness (x) the Loan Parties are in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection Pro Forma Compliance with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% each of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness financial covenants set forth in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent7.11.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted at the time of such refinancing remain the only obligors thereon; (b) Indebtedness created hereunder and under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrower and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, 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 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes$20,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with 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 to 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (g) Melody Permitted Indebtedness; 65 (h) Indebtedness incurred by Foreign Subsidiaries for working capital in an aggregate principal amount not exceeding $25,000,000 at any time outstanding, up to $10,000,000 of which may be Guaranteed on an unsecured basis by the Borrower and/or one or more Domestic Subsidiaries; (i) Indebtedness of any Subsidiary that exists at the time such person becomes a Subsidiary and that was not incurred in contemplation of or in connection with the acquisition by the Borrower or a Subsidiary of such person, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness permitted under this Section 6.01; provided, however, that (i) any Loan Party owing to any other Loan Party no Indebtedness of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness owed of Foreign Subsidiaries may be Guaranteed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party the Borrower and the Domestic Subsidiaries only to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, provided for in each case paragraph (Ah) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesabove; (k) Indebtedness in respect of the convertible notesAdditional L/C Facility in an aggregate amount outstanding at any time not to exceed $10,000,000; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures of the Borrower or the Subsidiaries in an aggregate principal amount not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceeding $30,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Borrower will not permit any Subsidiary that is not a Loan Party to create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness created under the Loan Documents; (b) Surviving Indebtedness listed existing on the Closing Date and set forth in Schedule 7.03(b6.01 or that could be incurred on the Closing Date pursuant to commitments set forth in Schedule 6.01 or as contemplated in Schedule 6.01 and Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (b), but not any extensions, renewals or replacements of such Indebtedness except ; (i) renewals and extensions expressly provided for in the agreements evidencing Indebtedness of any such Indebtedness as the same are in effect on the date of this Agreement Subsidiary that is not a Loan Party owing to (x) a Loan Party or (y) any other Subsidiary; and (ii) refinancings Guarantees of Indebtedness of any Loan Party or any Subsidiary by any other Subsidiary, to the extent such Indebtedness is otherwise permitted under this Agreement; (i) Indebtedness incurred to finance the acquisition, construction, repair, replacement or improvement of any fixed or capital assets, including Capital Lease Obligations and extensions any Indebtedness assumed in connection with the acquisition of any such Indebtedness if the terms and conditions thereof are not less favorable assets or secured by a Lien on any such assets prior to the obligor thereon acquisition thereof; provided that (A) such Indebtedness is incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair, replacement or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed the greater of (x) $375,000,000 and (y) 1.05% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted under the immediately preceding by clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; this clause (d) the SBA PPP Loan); (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course letters of business and not for speculative purposes; credit (f) Indebtedness incurred by any Loan Party in respect of including trade letters of credit), bank guarantees, bankers’ acceptances, warehouse receipts guarantees or similar instruments issued or created incurred in the ordinary course of business, including in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, 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; (f) Indebtedness incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed at any time outstanding (x) $750,000,000, in the case of all Domestic Subsidiaries and (y) $750,000,000, in the case of all other Subsidiaries; (g) Indebtedness incurred by any Loan Party under Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (h) Indebtedness in respect of accounts payable to trade creditors for goods bid, performance, surety, stay, customs, appeal or replevin bonds or performance and services completion guarantees and current operating liabilities (not the result of the borrowing of money) similar obligations issued or incurred in the ordinary course of business business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation, in accordance each case, not in connection with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved Indebtedness for substantially in accordance with GAAPmoney borrowed; (hi) Indebtedness in respect of judgments, decrees, attachments or awards that do not constitute an Event of Default under clause (k) of Article VII; (j) Indebtedness consisting of guarantees resulting from endorsement bona fide purchase price adjustments, earn-outs, indemnification obligations, obligations under deferred compensation or similar arrangements and similar items incurred in connection with acquisitions and asset sales not prohibited by Section 6.05 or 6.03; (k) Indebtedness in respect of negotiable instruments letters of credit denominated in currencies other than Dollars in an aggregate amount outstanding not to exceed the greater of the foreign currency equivalent of (x) $325,000,000 and (y) 0.85% of Consolidated Total Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for collection by any Loan Party which financial statements have been delivered pursuant to Section 5.01(a) or (b); (l) Indebtedness in respect of card obligations, netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (m) Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Foreign Jurisdiction Deposits; (o) (i) so long as the Borrower is in compliance with Section 6.07 on a Pro Forma Basis as of the last day of the most recently completed Test Period (for which financial statements have been delivered pursuant to Section 5.01(a) or (b)), other Indebtedness in an ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, when aggregated with the amount of Indebtedness of the Loan Parties secured by Liens pursuant to Section 6.02(r), not to exceed the greater of (x) $2,750,000,000 and (y) 15% of Consolidated Net Tangible Assets, determined as of the last day of the most recent fiscal quarter prior to the date such Indebtedness is incurred for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness permitted by clause (i) of this clause (o); (i) Indebtedness of (ia Person existing at the time such Person becomes a Subsidiary and not created in contemplation thereof; provided that, after giving effect to the acquisition of such Person, on a Pro Forma Basis, the Borrower would be in compliance with Section 6.07 as of the last day of the most recent fiscal year or fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) any Loan Party owing to any other Loan Party or 5.01(b) and (ii) any Permitted Refinancing Indebtedness owed in respect of Indebtedness permitted by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case this clause (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentp); (jq) unsecured Indebtedness (other than for borrowed money) that may be deemed supported by a Letter of Credit, in a principal amount not to exist pursuant to any bona fide warranty or contractual service obligations or performance in exceed the ordinary course face amount of business such Letter of the Loan PartiesCredit; (kr) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsInvestments permitted by Section 6.05(q); (ls) other unsecured Indebtednessall premiums (if any), provided that such Indebtedness matures not less than one hundred eighty interest (180including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) days following the Last Out Maturity Datethrough (r) above; and (mt) Indebtedness of the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentExcluded ▇▇▇▇▇.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b)6.01, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the interest rate with respect thereto and other terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, extended and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, provided that such Indebtedness permitted under the immediately preceding clause (i) or clause (ii) above shall not be (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount which exceeds the Indebtedness being renewed, extended or refinanced, refinanced or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cb) Indebtedness with respect to Capital Leases created hereunder and purchase money Indebtedness in an amount not to exceed $1,000,000 in under the aggregate at any time outstanding; provided that any such Indebtedness other Loan Documents; (xc) in the case of additional Capital Leases or purchase money Indebtednessthe Guarantors, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with Guarantees under the incurrence of such Indebtedness, as the case may be, and Guarantee Agreement; (yi) in the case of purchase money IndebtednessBarTech, shall constitute not less than 75% the Senior Notes and (ii) in the case of the aggregate consideration paid with respect to such asset; (d) Guarantors, the SBA PPP LoanSenior Note Guarantees; (e) Indebtedness in respect of Swap Contracts designed owed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party including obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in credit for the ordinary course of business, including in respect of workers compensation claimsbenefit of) any person providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to BarTech or self-insurance any Subsidiary, pursuant to reimbursement or other Indebtedness with respect indemnification obligations to reimbursement-type obligations regarding workers compensation claimssuch person; (f) Interest/Exchange Rate Protection Agreements, provided that such transactions shall be entered into for business purposes and not for the purpose of speculation; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result Letters of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of businessCredit issued hereunder; (i) Indebtedness of (i) BarTech or any Loan Party owing Subsidiary that is a Guarantor to any other Loan Party and Subsidiary (ii) provided that if such Indebtedness is owed by to a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedGuarantor, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant subordinated to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the prior payment in full of the Obligations pursuant to the on terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Administrative Agent) and (ii) Indebtedness of any Wholly Owned Subsidiary that is a Guarantor to BarTech, in each case subject to compliance with the provisions of the Pledge Agreements to the extent applicable to such Indebtedness; (i) Indebtedness of BarTech or a Subsidiary that represents the assumption by BarTech or such Subsidiary of Indebtedness of a Subsidiary in connection with the permitted merger of such Subsidiary with or into the assuming person or the permitted purchase of all or substantially all the assets of such Subsidiary by BarTech or a Subsidiary; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty of BarTech or contractual service the Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or performance and trade related letters of credit, in each case provided in the ordinary course of business business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business, and any extension, renewal or refinancing thereof to the Loan Partiesextent not provided to secure the repayment of other Indebtedness and to the extent that the amount of refinancing Indebtedness is not greater than the amount of Indebtedness being refinanced; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in respect the ordinary course of the convertible notes; business, provided that, all that such Indebtedness in respect is extinguished within two Business Days of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligationsits incurrence; (l) Indebtedness of a Subsidiary acquired after the date hereof and Indebtedness of a corporation merged or consolidated with or into BarTech or a Subsidiary after the date hereof, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or conversion into a Subsidiary and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, provided that the aggregate principal amount of Indebtedness under this paragraph (l) shall not at any time exceed $1,000,000 for all Subsidiaries; (m) Capital Lease Obligations, mortgage financings and purchase money Indebtedness in an aggregate principal amount outstanding at any time not in excess of $5,000,000 incurred by BarTech or any Subsidiary prior to or within 90 days after a Capital Expenditure in order to finance such Capital Expenditure, and extensions, renewals and refinancings thereof if the interest rate with respect thereto and other unsecured Indebtednessterms thereof are no less favorable to such Borrower or such Subsidiary than the Indebtedness being refinanced and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced, provided that such refinancing Indebtedness matures shall not less than one hundred eighty be (180i) days following Indebtedness of an obligor that was not an obligor with respect to the Last Out Maturity DateIndebtedness being extended, renewed or refinanced, (ii) in a principal amount that exceeds the Indebtedness being renewed, extended or refinanced or (iii) incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (n) Indebtedness of BarTech or the Subsidiaries incurred from any Commonwealth of Pennsylvania or State of New York Governmental Authority, or for which any such Governmental Authority provides direct or indirect credit support, in an aggregate principal amount outstanding at any time not in excess of $10,000,000; (o) other Indebtedness of BarTech and the Subsidiaries in an aggregate principal amount at any time outstanding that when taken together with all Indebtedness outstanding at such time under paragraphs (l) and (m) above is not in excess of $10,000,000; and (mp) the 2021 Preferred Stock all premium (if any), interest (including post-petition interest), fees, expenses, indemnities, charges and additional or contingent interest on terms reasonably acceptable to the Administrative Agent obligations described in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause clauses (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentthrough (o) above.

Indebtedness. Create, incur, assume or assume, suffer to exist exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness evidenced by this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed set forth on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom5.22; (c) Indebtedness with respect to Capital Leases arising under the terms of that certain Indenture, dated as of March 28, 2005, among Smart Modular Technologies (WWH), Inc., the Guarantors party thereto and purchase money U.S. Bank National Association, provided however, that in no event shall the aggregate principal amount outstanding under the Indenture exceed $81,250,000.00; (d) refinancings, renewals, or extensions of Indebtedness permitted under Sections 7.1(b), 7.1(c) and this Section 7.1(d) (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) such refinancings, renewals, or extensions do not result in an amount not to exceed $1,000,000 increase in the aggregate at any time outstanding; provided that any such then extant principal amount of the Indebtedness so refinanced, renewed, or extended, (xii) in the case of additional Capital Leases Indebtedness permitted under Sections 7.1(b) and 7.1(c) only, such refinancings, renewals, or purchase money Indebtednessextensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, shall be secured by renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome or restrictive to the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtednessapplicable Obligor, as the case may be, and (yiii) in the case of purchase money Indebtedness permitted under Section 7.1(b) only, if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, shall constitute and (iv) the Indebtedness that is refinanced, renewed, or extended is not less than 75% recourse to any Person that is liable on account of the aggregate consideration paid Obligations other than those Persons which were obligated with respect to such assetthe Indebtedness that was refinanced, renewed, or extended; (di) the SBA PPP LoanIndebtedness comprising Permitted Intercompany Investments and (ii) Indebtedness consisting of guarantees of any Indebtedness of any other Obligor which Indebtedness is otherwise permitted under this Section 7.1; (ef) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred connection with Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities described under clause (not the result h) of the borrowing definition of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;Permitted Investments; and (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party not otherwise permitted under this Section 7.1 so long as, except in the ordinary course case of business; (i) purchase money Indebtedness and capital leases, no Event of (i) Default shall have occurred and be continuing at the time of such incurrence or would result therefrom; provided however, that Obligors shall not permit the aggregate principal amount of Indebtedness outstanding at any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) time for all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien Obligors pursuant to the Collateral Documents provisions of Section 7.1(g) and this Section 7.1(h) to exceed the aggregate amount of Thirty Million Dollars (B$30,000,000.00); provided however, that for purposes of calculating the aggregate amount of Indebtedness outstanding under clause (g) all above, any Indebtedness that is also a Permitted Intercompany Investment shall not be deemed Indebtedness included in the aggregate amount of such Indebtedness 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 that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (ag) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentabove.

Indebtedness. CreateThe Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or assume, suffer to exist or otherwise become or remain directly or indirectly liable with respect to, any IndebtednessIndebtedness other than the following PROVIDED that none of the creation, except incurrence, assumption or existence of any of the followingfollowing result in or cause a violation or breach of, without duplication (which constitutes “Permitted Indebtedness”):or default under, any Subordinated Debt Document: (a) Obligations of the Loan Parties Indebtedness hereunder and under the other Loan Documents; (b) Surviving Indebtedness listed outstanding on the Closing Date and set forth on Schedule 7.03(b7.2 hereto (without duplication of any other Indebtedness permitted by the other provisions of this Section 7.2); (c) Indebtedness permitted under Sections 7.6(a), but not 7.6(b) and 7.6(d); CKE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (d) Indebtedness of the Borrower of the type described in clause (viii) of the definition of Indebtedness to the extent permitted under Section 7.14; (e) Indebtedness with respect to (i) purchase money Indebtedness incurred solely to finance Capital Expenditures permitted under Section 7.1(e) and any extensions, renewals renewals, refundings or replacements refinancings thereof, not in excess of such Indebtedness except (i) renewals and extensions expressly provided for $5,000,000 in the agreements evidencing aggregate at any one time outstanding for all such purchase money Indebtedness as the same are in effect on the date of this Agreement and all extensions, renewals, refundings and refinancings thereof and (ii) Capitalized Leases permitted under Section 7.13 and any extensions, renewals, refundings or refinancings and extensions thereof so long as the terms of any such Indebtedness if the terms and conditions thereof are not less favorable with respect to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof Capitalized Leases is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not Section 7.13; PROVIDED, that (A) include any such Indebtedness incurred pursuant to this clause (e) and any such extensions, renewals, refundings or refinancings thereof shall not exceed 85% of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed lesser of the purchase price or refinancedthe fair market value of the asset so financed, (B) exceed in a principal amount at the Indebtedness being renewedtime of such incurrence, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any from such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may beincurrence, and (yC) in the case of purchase money Indebtedness, shall constitute such Indebtedness has a scheduled maturity and is not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesdue on demand; (f) Indebtedness incurred by any Loan Party in respect of letters of creditextensions, bank guaranteesrenewals, 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods refundings and services and current operating liabilities (not the result refinancings of the borrowing Indebtedness described in clause (b) above, so long as the terms of money) incurred any such extension, renewal, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the ordinary course Loan Documents; PROVIDED, FURTHER, that the principal amount of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall not be evidenced by promissory notes increased above the principal amount thereof outstanding immediately prior to such extension, renewal, refunding or refinancing, and all such notes the direct and contingent obligors therefor shall not be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such casechanged, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of or in connection with such convertible notes into Equity Interests of Parent) to the Obligationsextension, renewal, refunding or refinancing; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) the Secured Obligations of the Loan Parties and any other Indebtedness created under the Loan Documents; (b) Surviving subject to the limitations applicable to Purchase Money Indebtedness listed set forth in clause (e) below, Indebtedness existing on the date hereof and set forth in Schedule 7.03(b), but not any 6.01 and extensions, renewals or and replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include with Indebtedness of an obligor a similar type that was does not an obligor with respect to increase the Indebtedness being extended, renewed or refinanced, (B) exceed in a outstanding principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthereof; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (xpermitted by Section 6.04(d) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetSection 6.04(m); (d) Guarantees by the SBA PPP LoanCompany of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; (e) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (collectively, “Purchase Money Indebtedness”); provided that (i) such Purchase Money Indebtedness is (or, in the case of any extension, renewal or replacement, originally was) incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate outstanding principal amount of Purchase Money Indebtedness permitted by this clause (e), when aggregated with the aggregate outstanding principal amount of Purchase Money Indebtedness permitted under Section 6.01(b) and other Purchase Money Indebtedness outstanding on the Effective Date, shall not exceed $150,000,000 at any time outstanding; (f) Subordinated Indebtedness so long as, after giving effect to the incurrence thereof, no Default shall have occurred and be continuing and the Borrowers shall be in compliance, on a pro forma basis after giving effect to such incurrence, with the covenants contained in Section 6.11 recomputed as if such incurrence had occurred on the first day of the period for testing such compliance; (g) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; (h) (i) Indebtedness of the Company or any Subsidiary under any Swap Contracts designed to hedge against Agreement otherwise permitted under Section 6.05, (ii) the Guarantee of any Loan Party of any such Indebtedness and (iii) the Guarantee of any Loan Party of the obligations of the Taiwan JV, PKL or any of their respective subsidiaries under any Swap Agreement entered into in the ordinary course of business; (i) [intentionally omitted]; (j) obligations of the Company or any Subsidiary arising out of interest ratesrate, foreign exchange rates or commodities pricing risks incurred currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) 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 the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (jk) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to in an aggregate principal amount not exceeding $20,000,000 at any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligationstime outstanding; (l) other Permitted Unsecured Indebtedness of the Company; (m) Indebtedness securing a Lien permitted under Section 6.02(c); (n) unsecured Indebtedness, provided that or secured Indebtedness of PRC Subsidiaries in an aggregate principal amount not exceeding $125,000,000 at any time outstanding so long as any Liens securing such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateare only permitted by Section 6.02(g); and (mo) Indebtedness of the 2021 Preferred Stock Company or any Subsidiary incurred to finance the acquisition of minority interests in Joint Ventures in an aggregate principal amount not exceeding $25,000,000, so long as the Borrowers are in compliance, on terms reasonably acceptable a pro forma basis after giving effect to such incurrence, with the Administrative Agent covenants contained in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only 6.11 recomputed as if such incurrence had occurred on the exception in clause (a) first day of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless period for testing such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentcompliance.