Common use of Indebtedness Clause in Contracts

Indebtedness. (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. The Borrowers will not, and will not permit any of its Subsidiaries to incur, assume or permit to exist any Indebtedness, except: (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lendercreated hereunder; (iib) any Indebtedness under the Bridge Loan Agreement; (c) any other unsecured Indebtedness existing on the date hereof and set forth on out in Schedule A to this Agreement; (iii) Indebtedness consisting 6.1, and any extensions, renewals or replacements of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time on substantially on the same terms and (B) the principal amount of such Indebtedness does not exceed the lower of the cost conditions or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations otherwise on terms and conditions acceptable satisfactory to Lenderthe Required Lenders, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredacting reasonably; (Bd) any Indebtedness of a Borrower or a Subsidiary to another Borrower or Subsidiary; (e) any Guarantee by a Borrower or a Subsidiary of Indebtedness of any other Borrower or Subsidiary which is otherwise permitted hereunder; (f) Indebtedness secured by Purchase Money Liens, provided that the aggregate principal amount of Indebtedness permitted by this clause (e) shall make no payment not exceed the amount permitted under Section 6.2(k) at any time; (whether in cashg) Capital Lease Obligations; (h) subject to the last sentence of this Section 6.1, in kind, securities any other unsecured Indebtedness of either Borrower or any other property) or security for such paymentSubsidiary ranking pari passu with the Indebtedness hereunder, whether for principal, interest or other amounts due (provided that the U.S. Borrower is in compliance with the financial covenants in Section 5.11 both before and immediately after the incurrence of any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash Indebtedness and this Agreement shall have been irrevocably terminated no other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentscontinuing; (Ci) [reserved]; (D) if an Event subject to the last sentence of Default under this Section 8.1(h6.1, any other secured Indebtedness of either Borrower or any Subsidiary, provided that the aggregate amount of such Indebtedness permitted by this clause(i) shall occurnot exceed the amount permitted by Section 6.2(v); and provided further that the U.S. Borrower is in compliance with the financial covenants in Section 5.11 both before and immediately after the incurrence of any such Indebtedness and no other Default shall have occurred and be continuing. In addition, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before the Borrowers will not permit any Distribution shall be made on account Immaterial Subsidiary which is not a Guarantor to incur, assume or permit to exist any Indebtedness, except (a) any Indebtedness of the Convertible Debt; and (E) Lender shall be entitled an Immaterial Subsidiary to rely on the subordination terms contained in the Convertible Debt instrumentsany other Immaterial Subsidiary or to a Credit Party, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vb) unsecured Indebtedness in an aggregate amount amount, for all Immaterial Subsidiaries which are not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender Guarantors, not exceeding Cdn.$25,000,000 (or the equivalent thereof in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iiiany other currency), (iv) and (v) of subsection (a) above, in provided that the event that U.S. Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove compliance with the financial covenants in writing within Section 5.11 both before and immediately after the time period set forth above incurrence of any such Indebtedness and no other Default shall have occurred and be deemed to be approvedcontinuing.

Indebtedness. Incur any Indebtedness (including Acquired Indebtedness); provided, however, that Borrower and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness), if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for Borrower and its Restricted Subsidiaries is greater than 2.00 to 1.00; provided, further, that Non-Guarantors may not Incur Indebtedness if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of $20.0 million of Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph. (a) Borrower shall not, and shall This Section 6.01 will not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forprohibit the Incurrence of the following Indebtedness: (i1) Indebtedness Incurred under this Agreement and the other Loan Documents; (2) Guarantees by Borrower or any Restricted Subsidiary of Indebtedness of Borrower or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted by this Section 6.01; (3) Indebtedness of Borrower in favor owing to and held by any Restricted Subsidiary or Indebtedness of Lender; (ii) Indebtedness existing on the date hereof a Restricted Subsidiary owing to and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred held by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such personRestricted Subsidiary; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisitionhowever, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the followingthat: (Aa) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities any subsequent issuance or transfer of Capital Stock or any other property) or security for such payment, whether for principal, interest or other amounts due (event which results in any such payment, Indebtedness being beneficially held by a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated person other than, so long as no Default than Borrower or Event a Restricted Subsidiary of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtBorrower; and (Eb) Lender any sale or other transfer of any such Indebtedness to a person other than Borrower or a Restricted Subsidiary of Borrower, shall be entitled deemed, in each case, to rely constitute an Incurrence of such Indebtedness by Borrower or such Restricted Subsidiary, as the case may be; provided, further, that any such Indebtedness owing by Borrower or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans or such Restricted Subsidiary’s Guarantee as the case may be; (4) Indebtedness represented by (i) the Senior Notes (other than any Additional Notes), including any Guarantee thereof, (ii) any Indebtedness (other than Indebtedness incurred pursuant to clause (a)) outstanding on the subordination terms contained in the Convertible Debt instruments, Closing Date and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender listed on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iiiSchedule 6.01(a)(4), (iii) Refinancing Indebtedness incurred in respect of any Indebtedness described in this clause or clause (e) of this paragraph or Incurred pursuant to the first paragraph of Section 6.01, and (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.Management Advances;

Indebtedness. (a) Borrower shall not, and shall not permit Allow any Subsidiary to, directly or indirectly create, incur, assumeassume or guaranty, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect toto any Indebtedness, any Indebtedness (as hereinafter defined), except forexcept: (ia) Unsecured Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing on owing to the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance Subsidiaries; (b) Indebtedness listed on Schedule 6.03(b) (the acquisition“Existing Subsidiary Debt”), repairand any Indebtedness extending the maturity of, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTreplacing, MARKED BY BRACKETSrefunding, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934renewing or refinancing, AS AMENDED. construction of fixed in whole or capital assets (other than in part, the Collateral) of such personExisting Subsidiary Debt; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Existing Subsidiary Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, replacement, refunding, renewal or refinancing (except by an amount equal to any existing commitments utilized thereunder and in respect of unpaid premiums (if any), unpaid interest (including post-petition interest) and fees, expenses and charges resulting from any such extension, replacement, refunding, renewal or refinancing) as a result of or in connection with such extension, replacement, refunding, renewal or refinancing; (c) guarantees by any Subsidiary in respect of Indebtedness of any other Subsidiary otherwise permitted under this Section 6.03; (d) Indebtedness representing deferred compensation or similar obligations to employees incurred in the ordinary course of business; (e) any Indebtedness of (A) a Person that becomes a Subsidiary of the Borrower to the extent such Indebtedness exists at the time such Person becomes a Subsidiary of the Borrower and is not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower and (B) a Subsidiary of the Borrower to the extent such Indebtedness is assumed in connection with an acquisition made by such Subsidiary and is not created in contemplation of such acquisition; provided, however, that such Indebtedness shall not be guaranteed by any Subsidiary other than the acquired Subsidiary and its Subsidiaries unless such Subsidiary is a Guarantor; (f) any guarantees for the Loans, reimbursement obligations under letters of credit issued under the Existing Credit Agreement, any other Obligations under or in connection with the Loan Documents or any “Obligations” under and as defined in the Existing Credit Agreement; (g) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) Indebtedness under Finance Leases; (i) unsecured obligations due to vendors under any vendor factoring line; (j) obligations in respect of letters of credit entered into in the ordinary course of business; (k) obligations under Hedge Agreements entered into for bona fide hedging purposes and not for speculative purposes; (l) any liability arising under a declaration of joint and several liability used for the purpose of section 2:403 Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) Dutch Civil Code); (m) any liability arising as a result of two or more Group Members being part of a fiscal unity (fiscale eenheid) for Dutch Tax purposes; (n) other Indebtedness of the applicable Subsidiaries that, together with the amount of Indebtedness and other obligations secured by Liens permitted under Section 6.01(g), does not exceed the lower 12.5% of Consolidated Net Worth of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured Borrower and its Subsidiaries at the time of creation, incurrence or assumption of such acquisition, repair, improvement or construction is made);Indebtedness; and (ivo) any Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt Guarantor until such time as such Subsidiary is no longer a Guarantor; provided that the Obligations if the Borrower has elected, at its option, to cause any Subsidiary to be a Guarantor or a Subsidiary has otherwise been required to become a Guarantor hereunder, such restrictions shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect not apply to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt Subsidiary from and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations after such time as it shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDa Guarantor. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Such Borrower shall will not, and shall not nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) the Obligations hereunder and any other Indebtedness incurred by any Borrower or any of Borrower in favor of Lendertheir respective Subsidiaries that is owing to the Administrative Agent and the Lenders; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (f) hereof; (iiic) unsecured Indebtedness consisting of capitalized lease obligations Permitted Intercompany Advances; (d) Guarantees by such Borrower of Indebtedness of any of its Subsidiaries and by any of its Subsidiaries of Indebtedness of such Borrower or any other of its Subsidiaries, provided that the Indebtedness so Guaranteed is permitted by this Section 6.01; (e) Indebtedness of such Borrower or any of its Subsidiaries 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 (f) below; 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 clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, with respect to such Borrower and its Subsidiaries, shall not exceed $25,000,000 (or, with respect to SJWTX, shall not exceed $10,000,000) at any time outstanding; (f) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b), (e), (i), (q) and (s) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of such Borrower or any of its Subsidiaries, (iii) neither such Borrower nor any of its Subsidiaries that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness are not less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to such Original Indebtedness; provided, further that the restrictions set forth in clauses (i), (iv), (v) of this clause (f) shall not apply to Refinance Indebtedness that results from the refinancing of the corresponding Original Indebtedness at its maturity in the ordinary course of business of the Borrowers and their respective Subsidiaries (provided that, notwithstanding the foregoing proviso, any Refinance Indebtedness corresponding to any Indebtedness described in clause (q) hereof shall be subject to the applicable cap set forth in clause (q)); (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred by in the ordinary course of business; (h) Indebtedness of such Borrower or any of its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business; (i) issuances of unsecured Indebtedness (or, as to any loan obtained from a lender that requires such Borrower or any of its Subsidiaries to finance obtain an equity interest in such lender, secured only with the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) equity of such personlender acquired by such Borrower); provided, provided that (Ai) the aggregate outstanding principal amount maturity of all such Indebtedness does not exceed $[ * ] must be at any time least six months after the Maturity Date; (ii) no Default related to such Borrower or its Subsidiaries shall have occurred both before and after giving effect to such Indebtedness; and (Biii) such Borrower and its Subsidiaries are in pro forma compliance with each covenant set forth in Section 6.12 for the fiscal quarter then last ended for which financial statements have been delivered to Lender (as though such new issuance of Indebtedness was incurred as of the last day of such fiscal quarter); (j) endorsement of instruments or other payment items for deposit; (k) the principal incurrence by such Borrower or its Subsidiaries of Indebtedness under Swap Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Borrower’s and its Subsidiaries’ operations and not for speculative purposes; (l) [reserved]; (m) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to such Borrower or any of its Subsidiaries, so long as the amount of such Indebtedness does is not exceed the lower in excess of the cost or fair market value amount of the property so acquired or built or of unpaid cost of, and shall be incurred only to defer the cost of, such repairs or improvements financed with insurance for the year in which such Indebtedness (each measured at the time of is incurred and such acquisition, repair, improvement or construction Indebtedness is made)outstanding only during such year; (ivn) unsecured Indebtedness of such Borrower or any of its Subsidiaries that is incurred on the date of the consummation of an Acquisition solely for the purpose of consummating such Acquisition so long as (i) no Event of Default has occurred and is continuing or would immediately thereafter result therefrom, and (ii) such unsecured Indebtedness is not incurred for working capital purposes; (o) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligations of such Borrower or any of its Subsidiaries incurred in connection with the consummation of one or more Acquisitions; (p) Acquired Indebtedness; (q) Indebtedness convertible into equity securities secured by real property of such Borrower or any of its Subsidiaries in an aggregate amount not to exceed $[ * ] 50,000,000 (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lenderor, with such subordination terms respect to includeSJWTX, without limitation, the following: (Ain excess of $10,000,000) the Convertible Debt shall be unsecuredat any time outstanding; (Br) other Indebtedness incurred by such Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such paymentof its Subsidiaries in an aggregate principal amount not exceeding $25,000,000 (or, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such SJWTX, not exceeding $10,000,000) at any time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtoutstanding; and (Es) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instrumentsCoBank Indebtedness, and any extensions, renewals, refinancings and replacements of any such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDaccordance with clause (f) hereof. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Neither Holdings nor the Parent Borrower shall notwill, and shall not nor will they permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (iib) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any premium or fee payable in connection with such extension, renewal or replacement) or result in an earlier maturity date or decreased weighted average life thereof; provided that (i) any Indebtedness in respect of any extension, renewal or replacement of the Subordinated Notes shall be subordinate to the Obligations on Schedule A terms no less favorable to this Agreementthe Lenders than the subordination provisions of the Subordinated Notes and (ii) Indebtedness in respect of which the holders thereof have the unconditional right to require the issuer thereof to effect a redemption of such Indebtedness for cash prior to the stated maturity date of such Indebtedness shall be treated as maturing on the nearest such redemption date for purposes of the foregoing calculations; (iiic) Indebtedness consisting of capitalized lease obligations Holdings to any Subsidiary and purchase money Indebtedness, in each case incurred by Borrower of any Subsidiary to Holdings or any other Subsidiary; (d) Guarantees by Holdings of its Subsidiaries Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of (i) so long as such Subsidiary also guarantees the Obligations on a pari passu basis, Holdings or (ii) any other Subsidiary; (e) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (other than i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the Collateral) completion of such person; provided, that construction or improvement and (Aii) the aggregate outstanding principal amount of all such Indebtedness does permitted by this clause (e) shall not exceed $[ * ] 850,000,000 at any time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) 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 (Bii) the aggregate principal amount of such Indebtedness does permitted by this clause (f) shall not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured $150,000,000 at the any time of such acquisition, repair, improvement or construction is made)outstanding; (ivg) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredPermitted Long-Term Indebtedness; (Bh) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate principal amount not to exceeding $150,000,000 at any time outstanding; and (i) other Indebtedness of the Eckerd Companies; provided that (i) the aggregate amount of Indebtedness of the Eckerd Companies permitted under this Section and outstanding at any time (other than Indebtedness permitted by clause (c) of this Section) shall not exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) 500,000,000 and (vii) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender no Eckerd Company shall be in writing. Any request by Borrower that Lender has failed permitted to approve guarantee any Indebtedness of Holdings or disapprove in writing within any other Subsidiary (other than an Eckerd Company) unless such Eckerd Company also guarantees the time period set forth above shall be deemed to be approvedObligations on a pari passu basis.

Indebtedness. (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become be or remain directly or indirectly liable with respect toto any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness, or prepay the PPP Loan or any Subordinated Indebtedness (as hereinafter defined)for borrowed money or take any actions which impose on Borrower an obligation to prepay the PPP Loan or any Subordinated Indebtedness for borrowed money, except for: for (a) the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, (b) purchase money Indebtedness pursuant to its then applicable payment schedule, (c) prepayment by any Subsidiary of (i) inter-company Indebtedness of Borrower in favor of Lender; owed by such Subsidiary to any Borrower, or (ii) if such Subsidiary is not a Borrower, intercompany Indebtedness existing on the date hereof and set forth on Schedule A owed by such Subsidiary to this Agreement; another Subsidiary that is not a Borrower, (iiid) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, as otherwise permitted hereunder or approved in each case incurred writing by Borrower Agent or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (Ae) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) under the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not Loan Documents pursuant to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated Section 2.5. Notwithstanding anything to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thancontrary herein, so long as (i) no Default or Event of Default shall have has occurred and be continuing or would occur after giving effect to such Distributionis continuing, (xii) regularly scheduled Borrower has used commercially reasonable efforts to use the proceeds of the PPP Loan in a manner that allows for the maximum amount of forgiveness of Indebtedness under the PPP Loan and (iii) Borrower has made a timely request (and in any event, prior to the first amortization payment) to the lender under the PPP Loan for forgiveness of the maximum amount of Indebtedness eligible for forgiveness thereunder, then Borrower may make payments of principal and interest on the Convertible Debt and (y) payment PPP Loan in equity securities of Borrower pursuant to accordance with the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDamortization schedule thereunder. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Borrower No Loan Party shall, nor shall not, and shall not any Loan Party permit any Subsidiary of its Subsidiaries, to, directly or indirectly at any time create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any except: (a) Indebtedness (as hereinafter defined), except for:under this Agreement and the other Loan Documents; (i) Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing on the date hereof The Existing Parent Notes and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such personReplacement Parent Notes; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does Existing Parent Notes and Replacement Parent Notes under this clause (b)(i) shall not exceed $[ * ] at any time exceed the sum of (x) $119,700,000 minus (y) 105% of the aggregate principal amount of all Existing Parent Notes purchased, redeemed, repaid or otherwise satisfied with the proceeds of Indebtedness other than Replacement Parent Notes (such maximum, the “Parent Notes Cap”); and provided, further, that if in connection with the refinancing of any Existing Parent Notes from the proceeds of an issuance of Replacement Parent Notes, certain of the Existing Parent Notes may not be repurchased, redeemed, repaid or otherwise satisfied by, the Parent substantially simultaneously with (Band, in any event within five (5) Business Day after) the issuance of such Replacement Parent Notes (the aggregate outstanding principal amount of such Indebtedness does Existing Parent Notes not exceed so repurchased, redeemed, repaid or otherwise satisfied, the lower of “Interim Parent Notes”), the cost Borrower may elect to designate all or fair market value of the property so acquired or built or any portion of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (Interim Parent Notes as “excluded” Interim Parent Notes for purposes of this subparagraph the Parent Notes Cap and the calculation of the Net Total Leverage Ratio so long as the Deposit Conditions are met (iv), the “Convertible Debt”); provided, that the Convertible Debt shall and continue to be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”met) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash Interim Parent Notes (and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations Deposit Conditions cease to be met on any date, including that such Interim Parent Notes are outstanding following the Existing Parent Notes Maturity Date, such Interim Parent Notes shall no longer be excluded from the Parent Notes Cap and the calculation of the Net Total Leverage Ratio as of such date). The failure of any of the foregoing conditions to be met at any time with respect to any Interim Parent Notes shall cause such Interim Parent Notes to cease to be “excluded” Interim Parent Notes, (ii) the ACS Cable Seller Note, and (iii) other unsecured Indebtedness existing as of the Closing Date and set forth thereinon Schedule 7.1; provided that, Borrower shall notify Lender in writing of each case, to the extent such requestIndebtedness is evidenced by a Material Agreement, setting forth such Material Agreement has not been modified in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested a manner prohibited by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.Section 7.16;

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary other Obligor to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated hereunder or under any other Loan Document; (iib) Permitted Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Special Longer Term Unsecured Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessin an aggregate principal amount that, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisitioncase, repairtaken together with Indebtedness permitted under clauses (a), improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(i), MARKED BY BRACKETS(e)(ii), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateralm) and (n) of such person; providedthis Section 6.01, that immediately after giving effect to its incurrence and any Concurrent Transaction, (A1) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower amount required to comply with the provisions of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (ivSection 6.07(b), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms (2) no Borrowing Base Deficiency is continuing or would result therefrom and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A3) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Specified Default or Event of Default shall have occurred and be continuing or would occur immediately after giving effect to the incurrence of such DistributionPermitted Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable; provided that, for the avoidance of doubt, for purposes of compliance with clause (2) hereof, Special Longer Term Unsecured Indebtedness and Excess Special Longer Term Unsecured Indebtedness shall only be included in the calculation of the Covered Debt Amount to the extent required under the definition of “Covered Debt Amount”; (c) Other Permitted Indebtedness; (i) Indebtedness of the Borrower to or from any other Obligor, (ii) Indebtedness of an Obligor to or from another Obligor or (iii) Indebtedness of the Borrower or any other Obligor to a Designated Subsidiary or a Permitted CLO Issuer to the extent a court determines a transfer of assets (including participations) from such Obligor to such Designated Subsidiary or Permitted CLO Issuer did not constitute a true sale, provided, that with respect to this clause (iii), the holders of such Indebtedness have recourse only to the assets purported to be transferred (or in the case of participations, the portfolio investments that such participation interest relates to) to such Designated Subsidiary or Permitted CLO Issuer and to no other assets of the Obligors in connection with such Indebtedness; (e) (i) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities and (ii) Contingent Secured Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any one time outstanding so long as, in the case of this clause (ii), immediately after giving effect to the incurrence of such Contingent Secured Indebtedness and any Concurrent Transaction, (w) no Specified Default or Event of Default shall have occurred and be continuing, (x) regularly scheduled payments of interest on the Convertible Debt and Borrower is in pro forma compliance with Section 6.07(b), (y) payment in equity securities of Borrower pursuant to the conversion terms of Covered Debt Amount does not exceed the Convertible Debt instrumentsBorrowing Base and (z) no Contingent Borrowing Base Deficiency shall have occurred and be continuing; (Cf) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business; (g) [reserved]; (Dh) if obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) Shorter Term Unsecured Indebtedness in an aggregate principal amount (determined at the time of the incurrence of such Indebtedness) does not exceed $700,000,000 in any annual period, taken together with Indebtedness permitted under clauses (a), (b), (e)(ii), (m) and (n) of this Section 6.01, immediately after giving effect to its incurrence and any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b), (2) no Borrowing Base Deficiency is continuing or would result therefrom and (3) so long as no Specified Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Shorter Term Unsecured Indebtedness and any Concurrent Transaction; (j) obligations of any Obligor under a Permitted SBIC Guarantee, any SBIC Equity Commitment and analogous commitments by such Obligor with respect to any of its SBIC Subsidiaries; (k) obligations arising with respect to Hedging Agreements and Credit Default Swaps entered into pursuant to Section 8.1(h6.04(c) shall occuror (i); (l) [reserved]; (m) Shorter Term Secured Indebtedness and any other Indebtedness (including, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account for the avoidance of doubt, unsecured Guarantees by an Obligor of the Convertible DebtIndebtedness of an issuer or obligor under any Portfolio Investment held by any Obligor, so long as such Guarantees are extended by such Obligor in accordance with the Investment Policies) so long as immediately after giving effect to its incurrence and any Concurrent Transaction, (i) the aggregate principal amount of such Indebtedness does not exceed the greater of (x) $200,000,000 and (y) 5% of Shareholders’ Equity at the time of incurrence and, taken together with Indebtedness permitted under clauses (a), (b), (e)(ii), (i) and (n) of this Section 6.01, does not exceed the amount required to comply with the provisions of Section 6.07(b), (ii) no Borrowing Base Deficiency is continuing or would result therefrom, (iii) no Specified Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Shorter Term Secured Indebtedness and any Concurrent Transaction and (iv) solely to the extent that such Indebtedness constitutes a Contingent Secured Indebtedness, no Contingent Borrowing Base Deficiency shall have occurred and be continuing; and (En) Lender shall be entitled to rely on other Indebtedness (including, for the subordination terms contained avoidance of doubt, unsecured Guarantees by an Obligor of the Indebtedness of an issuer or obligor under any Portfolio Investment held by any Obligor, so long as such Guarantees are extended by such Obligor in accordance with the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vInvestment Policies) unsecured Indebtedness at any time in an aggregate principal amount outstanding not to exceed $[ * ] that is subordinated 50,000,000; so long as, immediately after giving effect to Lender on terms its incurrence and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTany Concurrent Transaction, MARKED BY BRACKETS(i) the aggregate principal amount of such Indebtedness, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. taken together with Indebtedness permitted under clauses (b) With respect to subparagraphs (iiia), (ivb), (e)(ii), (i) and (vm) of subsection this Section 6.01, does not exceed the amount required to comply with the provisions of Section 6.07(b), (aii) aboveno Borrowing Base Deficiency is continuing or would result therefrom and (iii) solely to the extent that such Indebtedness constitutes Contingent Secured Indebtedness, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender no Contingent Borrowing Base Deficiency shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall occurred and be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedcontinuing.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (ii) Indebtedness existing on the date hereof Closing Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness, provided that such extending, renewal or replacement Indebtedness (A) shall not be Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or replaced, (B) shall not be in a principal amount that exceeds the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest fees and redemption premium payable by the terms of such Indebtedness thereon), (C) shall not have any earlier maturity date or shorter weighted average life than the Indebtedness being extended, renewed or replaced and (D) shall be subordinated to the Obligations on Schedule A to this Agreementthe same terms, if any, as the Indebtedness being extended, renewed or replaced; (iii) Indebtedness consisting of capitalized lease obligations the Borrower to any Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any of its Subsidiaries to finance the acquisitionother Subsidiary, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that provided (A) that Indebtedness of any Restricted Subsidiary that is not a Loan Party to the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at Borrower or any time Subsidiary Loan Party shall be subject to Section 6.04 and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value Borrower to any Restricted Subsidiary that is not a Subsidiary Loan Party and Indebtedness of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction any Subsidiary Loan Party to any Subsidiary that is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt a Subsidiary Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (iv) Guarantees by the Borrower of Indebtedness of Holdings or any Restricted Subsidiary and conditions acceptable to Lender, with such subordination terms to include, without limitationby any Restricted Subsidiary of Indebtedness of Holdings, the following:Borrower or any other Restricted Subsidiary, provided that (A) the Indebtedness so Guaranteed is permitted by this Section (other than clause (a)(ii) or (a)(vi)), (B) Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to Section 6.04, (C) Guarantees permitted under this clause (iv) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (D) no Subordinated Debt shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party that has Guaranteed the Obligations pursuant to the Collateral Agreement; (A) Indebtedness of the Convertible Debt Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by the Borrower or any Restricted Subsidiary in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (B) extensions, renewals and replacements of any such Indebtedness so long as the principal amount of any such extensions, renewals or replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest, fees and premiums payable by the terms of such Indebtedness thereon) and (C) Capital Lease Obligations incurred by the Borrower or any Restricted Subsidiary in respect of any Permitted Sale and Leaseback Transaction, provided that the aggregate principal amount of Indebtedness permitted by sub-clauses (A) and (B) of this clause (v) shall be unsecurednot exceed $150,000,000 at any time outstanding; (vi) Indebtedness of any Person (A) that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary or the Borrower after the Closing Date or (B) all or substantially all the assets of which are acquired by the Borrower or any Restricted Subsidiary pursuant to a transaction in which Indebtedness is assumed by the Borrower or any Restricted Subsidiary, in each case after the Closing Date, provided that such Indebtedness exists at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary or the Borrower or at the time of such asset acquisition, and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary or the Borrower or at the time of such asset acquisition, and extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued but unpaid interest and redemption premium payable by the terms of such Indebtedness thereon), provided that the aggregate principal amount of Indebtedness permitted by this clause (vi) shall make no payment not exceed $175,000,000 at any time outstanding; (whether vii) Indebtedness in respect of netting services, overdraft protection or in connection with deposit accounts and securities accounts, in each case incurred in the ordinary course of business; (viii) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (ix) Indebtedness of the Borrower or any Restricted Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness for borrowed money), in each case provided in the ordinary course of business; (x) Indebtedness in respect of Swap Agreements permitted by Section 6.06; (xi) (A) Subordinated Debt that is issued for cash payable on the date of issuance thereof or as consideration for a Permitted Acquisition, provided that (1) if such Subordinated Debt is issued for cash, the Net Proceeds of such Subordinated Debt are used, promptly after such Net Proceeds are received by the Borrower, (x) to consummate one or more Permitted Acquisitions, or (y) to prepay Terms Loans pursuant to Section 2.11(c), (2) no Default has occurred and is continuing or would result therefrom and (3) the Borrower is in kindcompliance on a Pro Forma Basis after giving effect to the incurrence of such Subordinated Debt with the covenants contained in Sections 6.11 and 6.12 recomputed as of the last day of the most-recently ended Test Period prior to the issuance of such Subordinated Debt for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and, securities in the case of any issuance of Subordinated Debt in an aggregate principal amount in excess of $15,000,000, has delivered to the Administrative Agent a certificate of a Financial Officer to such effect, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clause (3) above and (B) Subordinated Refinancing Indebtedness in respect of Subordinated Debt issued pursuant to clause (A) above or this clause (B); (xii) Guarantees of, or the assumption of, Indebtedness of Franchisees, suppliers, distributors or licensees of the Borrower and the Restricted Subsidiaries, in each case to the extent permitted pursuant to Section 6.04(o); (xiii) Indebtedness secured by Liens pursuant to Section 6.02(xiii) in an aggregate principal amount not exceeding $50,000,000 at any time outstanding; (xiv) Indebtedness of Holdings or the Borrower not exceeding $20,000,000 at any time outstanding, evidenced by promissory notes issued to former or current management, directors, Franchisees or employees of Holdings, the Borrower or any other property) or security for of the Restricted Subsidiaries in lieu of any cash payment permitted to be made under Section 6.07(a)(iii), provided that all such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect Indebtedness shall be unsecured and expressly subordinated to the Convertible Debt until such time as the Obligations shall have been paid prior payment in full in cash of all Obligations on terms that are reasonably satisfactory to the Administrative Agent; (xv) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not exceeding $20,000,000 at any time outstanding; (xvi) the Senior Notes and this Agreement any Guarantee by Holdings or a Subsidiary Loan Party of the obligations under the Senior Notes and any Permitted Refinancing thereof; (xvii) other Indebtedness in an aggregate principal amount not exceeding $30,000,000 at any time outstanding; and (xviii) Indebtedness incurred by the Borrower to the extent that 100% of the Net Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.11(c); provided that (A) such Indebtedness does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or mandatory redemption or redemption at the option of the holders thereof (except for redemptions in respect of asset sales and changes in control on terms that are market terms on the date of issuance) prior to the date that is 180 days after the Latest Maturity Date in effect as of the date of incurrence of such Indebtedness, (B) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Loan Party which shall have been irrevocably terminated other thanpreviously or substantially concurrently Guaranteed the Obligations, so long as no Default or Event (C) such Indebtedness contains market terms on the date of Default issuance, provided that if such Indebtedness contains any financial maintenance covenants, such covenants shall have occurred and not be continuing or would occur tighter than those contained in this Agreement, (D) if any Term Loans remain outstanding after giving effect to the prepayment required hereunder, the aggregate principal amount of such Distributionoutstanding Term Loans shall not be less than $250,000,000 and (E) the Borrower is in compliance on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness with the covenants contained in Sections 6.11 and 6.12 recomputed as of the last day of the most recently-ended Test Period prior to the incurrence of such Indebtedness for which financial statements have been delivered pursuant to Sections 5.01(a) or (b), and the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; B), (C) [reserved]; ), (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED). (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (a) Indebtedness created hereunder and the other Loan Documents; (b) Indebtedness existing or proposed on the Amendment No. 3 Effective Date and set forth in Schedule 6.01, and any extensions, renewals or replacements of any such Indebtedness and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (c) Indebtedness between and among the Borrower and the Subsidiary Guarantors and Indebtedness arising out of Guarantees by any such Person of the Indebtedness of any other such Person; (d) Indebtedness between and among Subsidiaries which are not Subsidiary Guarantors and Indebtedness arising out of Guarantees by any such Person of the Indebtedness of any other such Person; (e) (i) Indebtedness of between and among the Borrower in favor of Lender; and its Subsidiaries and (ii) Indebtedness existing on arising out of Guarantees by the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any Subsidiary of its Subsidiaries to finance Indebtedness of the acquisition, repair, improvement Borrower or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such personany Subsidiary; provided, that no additional Indebtedness may be incurred pursuant to the foregoing clause (i) or (ii) if, after giving effect thereto, (A) the Leverage Ratio would be in excess of 3.00 to 1.00 and (B) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this clause (e) would exceed an amount equal to $50,000,000; (f) 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 assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 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 (f) shall not exceed $50,000,000 at any time outstanding; (g) Indebtedness of the Borrower or any Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed $50,000,000 at any time outstanding; (h) all reimbursement obligations of the Borrower or any Subsidiary arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments in respect of the obligations of such Person arising in the ordinary course of business; (i) Indebtedness, including that of SPCs, incurred in connection with Permitted Securitizations; provided that the aggregate outstanding amount of such Receivables Transaction Attributed Indebtedness shall at no time exceed (i) the greater of $217,500,000 or €150,000,000 and (ii) $75,000,000 with respect to Indebtedness incurred by the Borrower, any Domestic Subsidiary or any SPC domiciled in the United States, any state thereof or the District of Columbia; (j) Indebtedness arising under the Bond Financing Agreement not exceeding $20,000,000 in the aggregate at any time outstanding; (k) Indebtedness incurred and owing to Avaya, Inc., IBM Credit Corporation or their respective Affiliates for the purpose of financing all or any part of the cost of acquiring inventory from such Person; (l) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (m) Indebtedness incurred to pay premiums for insurance policies maintained by the Borrower or any of its Subsidiaries in the ordinary course of business not exceeding in aggregate the amount of such unpaid premiums; (n) other unsecured Indebtedness or Guaranties of the Borrower and/or the Subsidiary Guarantors, in each case, as long as the Leverage Ratio, calculated giving effect thereto as of the time of incurrence, shall be less than or equal to 3.00 to 1.00; and (o) other secured Indebtedness of the Borrower and/or the Subsidiary Guarantors; provided that the aggregate principal amount of Indebtedness outstanding at any time permitted by this clause (n) shall not exceed the greater of (i) $50,000,000 and (ii) an amount equal to 10% of Tangible Net Worth as of the most recent fiscal quarter end for which financial statements are available. For purposes of determining compliance with this Section 6.01, (x) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (a) through (o) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a); (y) the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; 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 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 restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed being extended, replaced, refunded, refinanced, renewed or defeased; and (z) in the lower case of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (ivSections 6.01(e), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms 6.01(n) and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii6.01(o), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above Indebtedness incurred shall be deemed to be approvedcomply with such Section if either (1) such Indebtedness complies with such Section on the date incurred or (2) in cases where such Indebtedness (to the extent in the nature of a Guarantee) is of a nature that it may fluctuate over time, if the maximum amount of such Indebtedness complies with such Section on the date such Indebtedness is made available, whether or not all of such Indebtedness is incurred on such date and regardless of fluctuations in the amount of such Indebtedness up to but not exceeding such maximum amount.

Indebtedness. (a) The Borrower shall not, and each of its Subsidiaries shall not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, exist any Indebtedness (as hereinafter defined)Indebtedness, except forfor the following (“Permitted Debt”): (a) Indebtedness incurred or created under the Financing Documents, Indebtedness incurred under any Incremental Facility, Indebtedness of OpCo incurred or created under the OpCo Financing Documents (including any incremental facility permitted thereunder) and OpCo’s or its Subsidiaries’ Indebtedness existing as of the Effective Date; (b) (x) additional Debt of OpCo and its subsidiaries if: (i) Indebtedness both before and after giving effect thereto on a Pro Forma Basis as of Borrower the last day of the most recently-ended Test Period, OpCo would be in favor compliance with Section 5.12 of Lender;the OpCo Credit Agreement or any similar financial covenants in any replacement, refinancing, refunding, renewal or extension thereof; and (ii) such additional Debt shall not benefit from any Liens, unless the benefits of any such other Liens have been granted to the lenders under the OpCo Financing Documents (or lenders under any replacement, refinancing, refunding, renewal or extension thereof) on a pari passu basis with the lenders of such additional Debt pursuant to intercreditor provisions reasonably satisfactory to the Required Lenders (as such term is defined in the OpCo Credit Agreement or any similar term in any replacement, refinancing, refunding, renewal or extension thereof), together with (y) any other additional Indebtedness existing of OpCo and its subsidiaries as permitted under the OpCo Financing Documents, in the case of clause (x) and (y), so long as such additional Indebtedness shall not have restrictions on the date hereof and ability of OpCo or its subsidiaries 111 Cleco CorporationCorporate Holdings LLC Credit Agreement to pay dividends or make other distributions to their respective members or shareholders more restrictive than those set forth in the OpCo Financing Documents on Schedule A to this Agreementthe Effective Date or as may be required by law; (iiic) Hedging Arrangements permitted under Section 6.12; (d) purchase money obligations of the Borrower Group Members incurred to finance discrete items of equipment that extend to and are secured by only the equipment being financed in an aggregate principal amount outstanding not to exceed $125,000,000 at any time; (e) Indebtedness consisting of capitalized lease obligations OpCo and purchase money Indebtednessits subsidiaries or of the Purchaser and its subsidiaries, in each case incurred case, created in connection with any Capital Lease, Sale and Leaseback Transaction or lease-leaseback transaction in an aggregate principal amount outstanding not to exceed $100,000,000 at any time; (f) current accounts payable arising, accrued expenses incurred, and financing of insurance premiums, in the ordinary course of business which are payable in accordance with customary practices that are not overdue by more than ninety (90) days (unless the Borrower or the applicable Subsidiary is contesting the existence or amount of such accounts payable in accordance with the Permitted Contest Conditions); (g) amounts payable or provided as collateral under any contracts to which the Borrower or any of its Subsidiaries is a party that are permitted pursuant to the Financing Documents (to the extent the same constitute Indebtedness); (h) Indebtedness owing by the Borrower or any of its Subsidiaries to finance the acquisitionBorrower or any other subsidiary, repairand guarantees by the Borrower or any guarantee by the Borrower or any of its Subsidiaries of any Indebtedness, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTother obligations or liabilities of the Borrower or any such Subsidiary otherwise permitted hereunder; (i) Permitted Subordinated Debt; (j) liabilities arising under the Merger Agreement or with respect to customary indemnification obligations in favor of sellers in connection with acquisitions or investments (including Permitted Investments) and purchasers in connection with dispositions permitted under Section 6.01; (k) Indebtedness under deferred compensation or other similar arrangements incurred in connection with an acquisition or any other investment permitted hereunder (including Permitted Investments); (l) obligations in respect of performance, MARKED BY BRACKETSbid, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934appeal and surety bonds, AS AMENDED. construction in each case in the ordinary course of fixed business or capital assets consistent with past practice of Cleco Corp. or the Borrower and its Subsidiaries; (other than m) Indebtedness assumed by OpCo or any of its subsidiaries or by the CollateralPurchaser or any of its subsidiaries, in each case, in connection with any acquisition permitted hereunder 112 Cleco CorporationCorporate Holdings LLC Credit Agreement (including Permitted Investments) of such personand any refinancings, refundings, renewals or extensions thereof; provided, provided that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does is not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured increased at the time of such acquisitionrefinancing, repairrefunding, improvement renewal or construction is made)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 and contingent obligors with respect thereto are not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (ivn) Indebtedness convertible into equity securities of Borrower other additional unsecured Debt in an aggregate principal amount outstanding not to exceed $[ * ] 125,000,000 at any time; (for purposes o) Refinancing Senior Debt; (p) other additional Debt of this subparagraph OpCo, so long as (iv)i) such Debt is issued in place of all or a portion of the Debt of OpCo contemplated by the OpCo Financing Documents, (ii) such additional Debt has a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Debt being refinanced and (iii) such additional Debt does not have restrictions on the ability of OpCo or its subsidiaries to pay dividends or make other Distributions to their respective members or shareholders more restrictive than those set forth in the OpCo Financing Documents as in effect on the Effective Date or as may be required by law; and (q) so long as no Acquisition Loans remain outstanding, additional Debt of Borrower if: (i) both before and after giving effect thereto on a Pro Forma Basis as of the last day of the most recently-ended Test Period, the “Convertible Debt”)Borrower would be in compliance with Section 5.12; (ii) such additional Debt has a weighted average life to maturity equal to or greater than the weighted average life to maturity of the then-outstanding principal amount of the Loans; provided, that the Convertible and (iii) such additional Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lendernot benefit from any Liens, with such subordination terms to include, without limitation, the following: unless (A) the Convertible benefits of any such other Liens have been granted to the Lenders on a pari passu basis with the lenders of such additional Debt shall be unsecured; pursuant to intercreditor provisions reasonably satisfactory to the Required Lenders and (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of such additional Debt, or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms as a result of the Convertible Debt instruments; (C) [reserved]; (D) if an Event incurrence of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible such additional Debt; and (Er) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured any Permitted Refinancing Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection clauses (a) through (q) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly contract, create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (b) Capitalized Lease Obligations initially incurred on and after the Effective Date and Indebtedness incurred pursuant to purchase money Liens permitted by Section 8.03(l), PROVIDED, that the sum of all such Capitalized Lease Obligations outstanding at any time plus the aggregate principal amount of such purchase money Indebtedness outstanding at such time shall not exceed $4,000,000; (c) Indebtedness (x) of the Borrower evidenced by the Seller Notes in an aggregate principal amount not to exceed $12,000,000 (as increased by any Seller Notes issued to satisfy pay-in-kind interest obligations) and (y) of the Borrower and its Subsidiaries incurred prior to, and which is to remain outstanding after, the Effective Date and is listed on Annex V hereto (together with the Seller Notes, "Existing Debt"), without, in the case of Liens permitted by clause (y), giving effect to any subsequent extension, renewal or refinancing thereof; (d) Indebtedness of the Borrower in favor of Lenderevidenced by the Senior Subordinated Notes; (iie) Indebtedness existing on constituting intercompany advances to the date hereof and set forth on Schedule A to this Agreementextent permitted by Section 8.06(f); (iiif) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance under the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, Floorplan Financing provided that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed $20 million (or such greater amount as is approved by the lower Agent) at any time outstanding; (g) Indebtedness of (x) a Subsidiary outstanding at the cost time it is first acquired by the Borrower or fair market value of any Subsidiary Guarantor pursuant to a Permitted Acquisition or (y) secured by assets acquired directly by the property so acquired Borrower or built any Subsidiary Guarantor pursuant to a Permitted Acquisition and assumed by the Borrower or of such repairs or improvements financed Subsidiary, as the case may be, in connection with such acquisition, provided that any such Indebtedness (each measured was not created at the time of or in contemplation of such acquisition, repair, improvement ; (h) Specified Indebtedness (x) issued by a SI Borrower and/or (y) issued by the Borrower or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, a Subsidiary Guarantor provided that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments any incurrence thereof the aggregate principal amount of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms Specified Indebtedness of the Convertible Debt instruments; Borrower and its Subsidiaries other than any SI Borrower shall not exceed 20% of Total Assets at such time; (Ci) [reserved]; (D) if an Event the Mellon Letter of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtCredit; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Parent Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee except: (a) Indebtedness created hereunder and under the other Loan Documents and Indebtedness created under the 364-Day Credit Agreement; (b) Indebtedness existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or otherwise become shorten the final maturity or remain directly weighted average life to maturity thereof; (c) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary to the Parent Borrower or indirectly liable any other Subsidiary; provided that, during the Specified Period, other than with respect toto Cash Pooling Arrangements, the aggregate amount of Indebtedness incurred by Subsidiaries that are not Loan Parties pursuant to this clause (c) shall not exceed at any one time outstanding $125,000,000; (d) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; (e) Indebtedness of the Parent Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any real property, fixed or capital assets, including Finance Lease Obligations, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such Indebtedness is incurred no more than 90 days prior to or within 90 days after such acquisition or the completion of such construction or improvement; (f) Indebtedness acquired or assumed in Permitted Acquisitions and extensions, renewals and replacements of any such indebtedness that do not increase the outstanding principal amount thereof or shorten the final maturity or weighted average life to maturity thereof or have different obligors; (g) Priority Indebtedness (excluding any Indebtedness permitted by Sections 6.01(e) and (as hereinafter definedf)) in an aggregate principal amount at any one time outstanding not to exceed (i) during the Specified Period, $15,000,000 and (ii) on and after the Specified Period Termination Date, 10% of the Parent Borrower’s then Consolidated Net Worth; (h) Unsecured Indebtedness (excluding any Indebtedness permitted by Section 6.01(f)), except for:not otherwise permitted by this Section, of any Borrower or any Subsidiary which is a Guarantor so long as (i) on a pro forma basis after giving effect to the incurrence of such Indebtedness, the ratio of (x) Adjusted Debt then outstanding to (y) Consolidated EBITDAR for the then most recently ended period of four consecutive Fiscal Quarters for which financial statements shall have been delivered to the Lenders pursuant to Section 5.01 is not greater than 3.75 to 1.00; (i) Indebtedness of Borrower in favor of Lenderunder Swap Agreements not entered into for speculative purposes; (iij) Indebtedness existing on the date hereof Any joint and set forth on Schedule A to this Agreementseveral liability as a result of a fiscal unity (fiscal eenheid) for Dutch tax purposes; (iiik) Indebtedness consisting of capitalized lease obligations and purchase money Additional Specified Notes Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Borrower shall not, and shall not permit Neither Holdings nor any Subsidiary to, directly or indirectly will create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (b) Indebtedness created under the Indenture, or Refinancing Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed the difference of (i) $320,000,000 less (ii) 25% of all prepayments made of the principal amount thereof (other than prepayments from proceeds of Refinancing Indebtedness) (the “Permitted Note Facility”); (c) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement10.2.1, but not any extensions, renewals or replacements of any such Indebtedness; (iiid) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessany Borrower to any other Borrower; provided, that such Indebtedness shall not have been transferred to any other Person (other than another Borrower); (e) Guarantees incurred in each case incurred by Borrower compliance with Section 10.2.4(f); (f) Indebtedness of Holdings or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets (other than assets, including Capital Lease Obligations and Synthetic Lease Obligations, and extensions, renewals or replacements of any such Indebtedness that do not increase the Collateral) of such personoutstanding principal amount thereof; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $5,000,000 at any time outstanding; (g) Indebtedness of any Person that becomes a Subsidiary of Holdings (or of any Person not previously a Subsidiary of Holdings that is merged or consolidated with or into a Subsidiary of Holdings in a Permitted Acquisition) after the date hereof, or Indebtedness of any Person that is assumed by any such Subsidiary in connection with an Acquisition of assets by such Subsidiary in a Permitted Acquisition; provided that (i) such Indebtedness does exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired, (ii) the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed $15,000,000 at any time outstanding and (iii) neither Holdings nor any Subsidiary (other than such Person or the lower of Subsidiary with which such Person is merged or consolidated or that so assumes such Person’s Indebtedness) shall Guarantee or otherwise become liable for the cost or fair market value of the property so acquired or built or payment of such repairs Indebtedness; (h) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or improvements financed in connection with such any automated clearing-house transfers of funds; (i) Indebtedness under performance, surety, statutory, insurance, appeal or similar bonds or with respect to workers’ compensation claims, in each case incurred in the Ordinary Course of Business; (each measured j) any Holdings Subordinated Loans; (k) any Crack Spread Hedging Support LC; and (l) so long as no Low Availability Period shall exist at the time of incurrence thereof or arise as a result thereof immediately after such acquisitionincurrence, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms unsecured Indebtedness of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full Company and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDother Subsidiaries. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Parent Borrower shall will not, and shall not nor will the Parent Borrower permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly create, incur, assume, permit to exist, guarantee incur or otherwise become or remain directly or indirectly liable with respect to, assume any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Parent Borrower or any of its Subsidiaries to finance Restricted Subsidiaries, except: (a) Indebtedness incurred under this Agreement and the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Loan Documents; (ivb) (i) the Indebtedness convertible into equity securities set forth on Schedule 7.03 hereto, and any Permitted Refinancing Indebtedness in respect of Borrower any such Indebtedness and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing Indebtedness in an aggregate amount respect of any such Indebtedness; provided that all such intercompany Indebtedness of any Credit Party owed to any Restricted Subsidiary that is not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt a Credit Party shall be subordinated to the Obligations pursuant to an Intercompany Note; (i) Indebtedness (including Capitalized Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement and (ii) any Permitted Refinancing of any such Indebtedness; provided that the aggregate amount of such Indebtedness incurred pursuant to this clause (c) and outstanding at any one time shall exceed the greater of (x) $30.0 million and (y) 3.0% of Consolidated Total Assets of the Parent Borrower and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(c) for purposes of the cap set forth herein); (d) any Indebtedness issued or loaned by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower (i) to any Credit Party, provided that such indebtedness is Subordinated Debt, (ii) to any Restricted Subsidiary that is not a Credit Party to the extent otherwise permitted by Section 7.04 or (iii) to the extent the amount of any such loan or guarantee would have been permitted to be made as a Restricted Payment under Section 7.05; provided further that all such Indebtedness shall be evidenced by an Intercompany Note; (e) Indebtedness of the Parent Borrower and its Restricted Subsidiaries under Hedge Agreements, provided such Hedge Agreements have not been entered into for speculative purposes; (f) Indebtedness constituting Guaranty Obligations permitted by Section 7.04; provided that if the Guaranty Obligations are in respect of Subordinated Indebtedness, such Guaranty Obligations shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such underlying Indebtedness; (g) Indebtedness (i) assumed in connection with a Permitted Acquisition or a similar Investment permitted by Section 7.04 and conditions acceptable any Permitted Refinancing Indebtedness incurred, issued or otherwise obtained to LenderRefinance (in whole or in part) such Indebtedness and (ii) incurred in connection with a Permitted Acquisition or a similar Investment permitted under Section 7.04 and any Permitted Refinancing Indebtedness incurred, with issued or otherwise obtained to Refinance (in whole or in part) such subordination terms to include, without limitation, the followingIndebtedness; provided that: (A) in the Convertible Debt shall be unsecuredcase of Indebtedness incurred under clause (g)(ii) above, such Indebtedness matures outside of the Latest Maturity Date of the Initial Term Loans (as of the date of such incurrence) and does not provide for any mandatory redemption prior to such Latest Maturity Date of the Initial Term Loans (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default); (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur immediately after giving effect to such DistributionIndebtedness assumed or incurred under clause (g)(i) or clause (g)(ii) above, (x) regularly scheduled payments no Specified Event of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsDefault exists or is continuing; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and case of any Indebtedness incurred under clause (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (ag)(ii) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.;

Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except: (a) Borrower shall not, Indebtedness existing on the Closing Date and shall not permit set forth in Schedule 6.01 and any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for:Permitted Refinancing thereof; (i) Indebtedness created hereunder and under the other Loan Documents and (ii) any Permitted Refinancing thereof; provided that any proceeds of Borrower such Permitted Refinancing shall be applied in favor of Lenderaccordance with Section 2.13(c); (iic) Indebtedness existing on under the date hereof ABL Credit Agreement in an aggregate principal amount not to exceed the sum of $300,000,000 and set forth on Schedule A the Permitted Incremental Revolving Commitment Amount, and any Permitted Refinancing thereof; (d) Indebtedness under the Senior Secured Note Indenture and any Permitted Refinancing thereof; provided that the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate amount of all Indebtedness incurred pursuant to this Section 6.01(b) shall not exceed $1,600,000,000 at any time outstanding; (e) intercompany Indebtedness of the Borrower and the Subsidiaries to the extent permitted by Section 6.04(c) so long as such Indebtedness is subordinated to the Obligations pursuant to an Affiliate Subordination Agreement; (iiif) Indebtedness consisting of capitalized lease obligations the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and purchase money Indebtednessextensions, 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 Section 6.01(f), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(g), shall not exceed $40,000,000 at any time outstanding; (g) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(f), not in excess of $40,000,000 at any time outstanding; (h) Indebtedness under performance bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (i) Indebtedness incurred by Borrower or any of its Foreign Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the in an aggregate outstanding principal amount of all such Indebtedness does not exceed exceeding $[ * ] 75,000,000 at any time and outstanding; and (Bj) Indebtedness of any Person that becomes a Subsidiary after the principal amount of Closing Date; provided that (i) such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured exists at the time such Persons becomes a Subsidiary and is not created in contemplation of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, connection with such subordination terms to includePerson becoming a Subsidiary and (ii) immediately after such Person becomes a Subsidiary, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentscontinuing; (Ci) [reserved]Indebtedness representing deferred compensation or equity based compensation to current or former officers, directors, consultants advisors or employees of Holdings, the Borrower, any of the Subsidiaries or any of their respective Affiliates incurred in the ordinary course of business and (ii) Indebtedness consisting of obligations of Holdings, the Borrower or any of the Subsidiaries under deferred compensation or other similar arrangements incurred in connection with any investments, Loans, advances, Restricted Payments or other disbursements permitted hereunder in an aggregate amount for this Section 6.01(k) not to exceed $15,000,000 outstanding at any time; (Dl) if an Event of Default under Section 8.1(h) shall occurIndebtedness issued by Holdings, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before the Borrower or any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled Subsidiaries to rely on current and former officers, directors, consultants, advisors and employees of Holdings, the subordination terms contained Borrower, any of the Subsidiaries or any of their respective Affiliates, in lieu of or combined with cash payments to finance the Convertible Debt instrumentspurchase of Equity Interests of Holdings, the Borrower, any of the Subsidiaries or any of their respective Affiliates, in each case, to the extent such purchase is otherwise permitted hereunder and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender 5,000,000 in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.any fiscal year; (bm) With Indebtedness in respect of those Hedging Agreements incurred in the ordinary course of business and consistent with prudent business practice; (n) Guarantees of Indebtedness of the Borrower or any of the Subsidiaries; provided, such Indebtedness is permitted by another subsection of this Section 6.01; (o) Guarantees resulting from endorsement of negotiable instruments in the ordinary course of business; (p) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or the Subsidiaries or in connection with judgments that have not resulted in an Event of Default under Section 7.01(i); (q) Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts; (r) Indebtedness consisting of (i) the financing of insurance premiums in the ordinary course of business or (ii) take or pay obligations contained in supply arrangements in the ordinary course of business not to exceed $100,000,000 in the aggregate for this clause (ii); (s) Indebtedness incurred by the Borrower or any of the Subsidiaries constituting reimbursement obligations with respect to subparagraphs letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and other Indebtedness in respect of bankers’ acceptance, letter of credit, warehouse receipts or similar facilities entered into in the ordinary course of business; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within five Business Days following such drawing or incurrence; (iiit) any Permitted Specified Refinancing of the Subordinated Notes in accordance with Section 6.09(b)(i)(A)(2); (u) all premiums (if any), interest (ivincluding post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) and through (t) above; and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any other Indebtedness of the dollar Borrower or the Subsidiaries in an aggregate principal amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the not exceeding $50,000,000 at any time period set forth above shall be deemed to be approvedoutstanding.

Indebtedness. (a) Borrower shall not, and nor shall not it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly createindirectly, incur, assumecreate, permit to exist, guarantee or otherwise become or remain assume directly or indirectly liable with respect toindirectly, or suffer to exist any Indebtedness (as hereinafter defined), including without limitation any Guarantee Obligation in respect of Indebtedness of its Unrestricted Subsidiaries and any Receivables Facility Attributed Indebtedness) except for: (ia) Indebtedness incurred pursuant to this Agreement and the other Loan Documents; (b) Indebtedness of Borrower or its Subsidiaries which are parties to the Subsidiary Guarantee Agreement (as defined in favor of Lenderthe Revolving Credit Agreement) pursuant to the Revolving Credit Agreement and the Loan Documents in a principal amount outstanding not to exceed $350,000,000 and guarantees thereof by any Subsidiary Guarantor; (iic) Indebtedness existing (other than Intercompany Indebtedness) outstanding on the date hereof and set forth Closing Date listed on Schedule A to this Agreement6.5(d) hereto; (iiid) Indebtedness consisting resulting from the extension, renewal or refinancing or successive refinancing (whether in whole or in part) of capitalized lease obligations and purchase money any Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such personpermitted under Section 8.2(c); provided, however, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (Bi) the principal amount of any such refinancing Indebtedness (as determined as of the date of the incurrence of such refinancing Indebtedness in accordance with GAAP) does not exceed the lower principal amount of the cost or fair market value Indebtedness refinanced thereby on such date plus the amount of accrued and unpaid interest and fees (including call premiums) and expenses incurred in connection with such refinancing, (ii) the property so acquired or built or Weighted Average Life to Maturity of such repairs Indebtedness is not decreased, (iii) the covenants, defaults and similar provisions applicable to such refinancing Indebtedness or improvements financed obligations are customary market terms reasonably satisfactory to the Administrative Agent and do not conflict in any material respect with such Indebtedness (each measured at the time provisions of such acquisition, repair, improvement or construction is made); this Agreement and (iv) the terms of such refinancing Indebtedness convertible into equity securities shall be reasonably satisfactory to the Administrative Agent. In the case of Borrower in an aggregate amount not any Indebtedness which is subordinated to exceed $[ * ] (for purposes of this subparagraph (iv)the Obligations, the “Convertible Debt”); provided, that the Convertible Debt such refinancing Indebtedness shall be subordinated to the Obligations on the same terms and conditions acceptable to Lender, with or on such subordination other terms to include, without limitation, as may be approved by the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDAdministrative Agent. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Borrower shall The Parent will not, and shall not nor will it permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with except: (a) Indebtedness created hereunder and under the other Loan Documents; (i) the Senior Unsecured Notes in an aggregate principal amount not to exceed $300,000,000 and (ii) Refinancing Indebtedness in respect toof the Senior Unsecured Notes issued pursuant to clause (i) above (it being understood and agreed that, for purposes of this Section 6.01, any Indebtedness that is incurred for the purpose of repurchasing or redeeming any Senior Unsecured Notes (as hereinafter definedor any Refinancing Indebtedness in respect thereof) shall, if otherwise meeting the requirements set forth in the definition of the term “Refinancing Indebtedness,” be deemed to be Refinancing Indebtedness in respect of the Senior Unsecured Notes (or such Refinancing Indebtedness), except for:and shall be permitted to be incurred and be in existence, notwithstanding that the proceeds of such Refinancing Indebtedness shall not be applied to make such repurchase or redemption of the Senior Unsecured Notes (or such Refinancing Indebtedness) immediately upon the incurrence thereof, if the proceeds of such Refinancing Indebtedness are applied to make such repurchase or redemption no later than 90 days following the date of the incurrence thereof); (i) Indebtedness of Borrower existing on the Effective Date and set forth in favor of Lender; Schedule 6.01 and any Refinancing Indebtedness in respect thereof and (ii) Indebtedness existing on permitted to remain outstanding under the date hereof ChampionX Merger Agreement and set forth on Schedule A to this Agreementany Refinancing Indebtedness in respect thereof; (iiid) Indebtedness consisting of capitalized lease obligations the Parent to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by Borrower of any Restricted Subsidiary to the Parent or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such personRestricted Subsidiary; provided, provided that (Ai) Indebtedness of any Subsidiary that is not a Loan Party to the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at Parent or any time Guarantor shall be subject to Section 6.04 and (Bii) the principal amount of such Indebtedness does not exceed the lower of the cost Parent or fair market value of any Guarantor to any Restricted Subsidiary that is not a Guarantor shall, on and after the property so acquired or built or of such repairs or improvements financed with such Indebtedness date that is ninety (each measured at 90) days after the time of such acquisitionEffective Date, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions reasonably acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredAdministrative Agent; (Be) Borrower shall make no payment (whether in cash, in kind, securities Guarantees by the Parent of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent or any other propertyRestricted Subsidiary; provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01 (other than clause (c) or security for (g)), (ii) Guarantees by the Parent or any Guarantor of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04, (iii) if the Indebtedness so Guaranteed is subordinated to the Obligations, Guarantees permitted under this clause (e) shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (iv) none of the Senior Unsecured Notes shall be Guaranteed by any Restricted Subsidiary unless such paymentRestricted Subsidiary is a Guarantor; (f) (i) Indebtedness of the Parent or any Restricted Subsidiary incurred to finance the acquisition, whether for principalconstruction, interest repair, replacement or other amounts due (improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed by the Parent or any Restricted Subsidiary in connection with the acquisition of any such payment, assets or secured by a “Distribution”) with respect Lien on any such assets prior to the Convertible Debt until acquisition thereof; provided that such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and (ii) Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above; provided, further, that at the time of incurrence thereof, the aggregate principal amount of Indebtedness incurred pursuant to this clause (f), together with any sale and leaseback transaction incurred pursuant to Section 6.06, shall not exceed the greater of (x) $55,000,000 and (y) 2.50% of Consolidated Total Assets as of the Obligations shall have been paid last day of the fiscal year most recently ended prior to the incurrence of such Indebtedness; (i) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into the Parent or a Restricted Subsidiary in full a transaction permitted hereunder) after the Effective Date, or Indebtedness of any Person that is assumed by the Parent or any Restricted Subsidiary in cash connection with an acquisition of assets by the Parent or such Restricted Subsidiary in an acquisition permitted by Section 6.04; provided that (x) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and this Agreement shall have been irrevocably terminated other than, so long as no Default is not created in contemplation of or Event of Default shall have occurred in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and be continuing or would occur (y) after giving effect to such DistributionIndebtedness on a Pro Forma Basis, the Interest Coverage Ratio is greater than or equal to 2.75: 1.00 and the Total Leverage Ratio is less than (1) on or prior to June 30, 2020, 3.75: 1.00, and (2) from July 1, 2020 and thereafter, 3.50: 1.00 and (ii) Refinancing Indebtedness in respect of Indebtedness incurred or assumed, as applicable, pursuant to clause (i) above; (h) other Indebtedness in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (i) $50,000,000 and (ii) 2.50% of Consolidated Total Assets as of the last day of the fiscal year most recently ended prior to the incurrence of such Indebtedness; (i) Indebtedness owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the ordinary course of business; (k) Indebtedness in respect of Hedging Agreements and Supply Chain Financings; (l) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (m) Indebtedness in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under Section 6.04; (n) Refinancing Term Loan Indebtedness incurred pursuant to Section 2.23; provided that the Net Proceeds thereof are used to make the prepayments required under clause (a)(ii) of Section 2.23; (o) [Reserved]; (p) [Reserved]; (q) Indebtedness representing deferred compensation to directors, officers, consultants or employees of the Parent and its Restricted Subsidiaries incurred in the ordinary course of business; (r) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors, consultants and employees or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent permitted by Section 6.08; (s) Indebtedness of Foreign Subsidiaries in an aggregate principal amount, at the time of incurrence thereof, not exceeding the greater of (i) $25,000,000 at any time outstanding and (ii) 1.25% of Consolidated Total Assets as of the last day of the fiscal year most recently ended prior to the incurrence of such Indebtedness; (t) Indebtedness of any Restricted Subsidiary that is not a Loan Party to the Borrower or any Guarantor to the extent the proceeds thereof are used by such Restricted Subsidiary to consummate an acquisition permitted by Section 6.04(b); provided that the aggregate amount of Indebtedness incurred pursuant to this clause (t) for the purpose of acquiring a Restricted Subsidiary that does not become a Guarantor shall not exceed, at the time such acquisition is made and after giving effect thereto, the greater of (i) $35,000,000 and (ii) 1.75% of Consolidated Total Assets as of the last day of the fiscal year most recently ended prior to the making of such acquisition; (u) Indebtedness of the Loan Parties: (i) outstanding under the ChampionX Corp Credit Agreement and any Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed, except as contemplated by the definition of Refinancing Indebtedness, $665,000,000 minus (x) the aggregate principal amount of any voluntary prepayments of term loans or voluntary termination of revolving commitments under the ChampionX Corp Credit Agreement that are included in clause (ii) of this Section 6.01(u) and (y) the aggregate principal amount of mandatory prepayments of term loans under the ChampionX Corp Credit Agreement and (ii) in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof, not to exceed, except as permitted by the definition of Refinancing Indebtedness, the maximum amount of Incremental Facilities (as defined in the ChampionX Corp Credit Agreement (as such agreement is in effect prior to February 14, 2020)) that could have been incurred under the terms of the ChampionX Corp Credit Agreement as in effect prior to February 14, 2020; provided that, (w) such Indebtedness shall not be secured by any assets other than Collateral and such Indebtedness will be subject to the Pari Passu Intercreditor Agreement or a customary junior lien intercreditor agreement reasonably acceptable to the Administrative Agent, and such Liens on Collateral shall be pari passu with or junior to the Liens securing the Obligations, (x) regularly scheduled payments the stated final maturity of interest on any such Indebtedness incurred pursuant to clause (ii) is no earlier than the Convertible Debt and Maturity Date, (y) payment in equity securities the weighted average life to maturity of Borrower such Indebtedness incurred pursuant to clause (ii) is no shorter than the conversion terms weighted average life to maturity of the Convertible Debt instruments; Term Loans and (Cz) [reserved]; except in the case of Refinancing Indebtedness, in the event that any term loans incurred pursuant to clause (Dii) if an Event of Default under Section 8.1(h) shall occurabove that are secured by a Lien ranking pari passu to the Liens securing the Obligations have a Weighted Average Yield that exceeds the Weighted Average Yield relating to the existing Term Loans by more than 50 basis points, then all Obligations the Applicable Rate relating to the existing Term Loans hereunder shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account increased so that the Weighted Average Yield of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms Indebtedness shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consentexceed the Weighted Average Yield relating to the existing Term Loans by more than 50 basis points; and (v) unsecured on and after the Effective Date, Indebtedness in an aggregate respect of any letters of credit incurred or issued under any stand-alone letter of credit facility so long as such facility is provided by a Person that entered into such letter of credit facility while such Person was, or before such Person became, a Lender or Affiliate of a Lender, as the case may be; provided that the stated amount of all such Indebtedness described in this Section 6.01(v) shall not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, 25,000,000 in the event that Borrower wishes to request the consent of Lender to exceed aggregate at any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedgiven time.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary (other than any Excluded Subsidiary) to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee except: (a) Indebtedness created hereunder or otherwise become under the Lucent Five-Year Credit Agreement or remain directly the Lucent 364-Day Credit Agreement and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (b) Indebtedness existing on the Closing Date and set forth in Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness that are consummated within one year of the final maturity thereof (whether before or indirectly liable with respect to, any after such final maturity) and that do not increase the outstanding principal amount thereof; (c) Indebtedness (as hereinafter defined), except for:created under the Guarantee and Collateral Agreement; (i) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary and (ii) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower (other than under the Indenture) or any other Subsidiary, provided that, in favor of Lendereach case, the related Investment is permitted by Section 6.05; (iie) Indebtedness existing on of the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations, Indebtedness in respect of synthetic leases and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (other than i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the Collateral) completion of such person; provided, that construction or improvement and (Aii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $750,000,000 at any time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and extensions, renewals and replacements of any such Indebtedness that are incurred by such Subsidiary, that are consummated within one year of the final maturity thereof (whether before or after such final maturity) and that do not increase the outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)thereof; (ivg) Attributable Debt and Indebtedness convertible into equity securities of Borrower in an aggregate amount not pursuant to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredCMO Transactions permitted by Section 6.10; (Bh) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) subject to compliance with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.6.12

Indebtedness. (a) Each of STX and the Borrower shall will not, and shall will not permit any Subsidiary of its subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (ii) the Senior Notes and extensions, renewals, refinancings and replacements of the Senior Notes that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, and that do not contain covenants that are more restrictive from the Borrower’s or STI’s (in the case of the 10% Senior Secured Notes) perspective than the covenants contained in this Agreement, provided that the applicable refinancing or replacement Indebtedness existing on need not be incurred substantially concurrently with the consummation of such refinancing or replacement so long as such refinancing or replacement Indebtedness is incurred no earlier than six months prior to the date hereof and set forth on Schedule A to this Agreementwhich the applicable Senior Notes are refinanced or replaced, as the case may be; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than in respect of the CollateralSenior Notes) existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals, refinancings and replacements of any such person; provided, Indebtedness that (A) do not increase the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost thereof or fair market value of the property so acquired result in an earlier maturity date or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)decreased weighted average life thereof; (iv) Indebtedness convertible into equity securities (x) of STX to the Borrower in an aggregate amount not or any Subsidiary, (y) of the Borrower to exceed $[ * ] STX or any Subsidiary and (for purposes z) of this subparagraph any Subsidiary (iv)other than any SPE Subsidiary) to STX, the “Convertible Debt”); providedBorrower or any other Subsidiary, provided that (A) Indebtedness of any Subsidiary that is not a Loan Party to STX, the Convertible Debt Borrower or any Subsidiary Loan Party shall be subject to Section 6.04 and (B) Indebtedness of the Borrower to STX or any Subsidiary and Indebtedness of STX or any Subsidiary Loan Party to any Subsidiary that is not a Subsidiary Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (v) Guarantees (x) by STX or the Borrower of Indebtedness or Permitted Obligations of any Subsidiary, (y) by the Borrower of Indebtedness or Permitted Obligations of STX and conditions acceptable to Lender(z) by any Subsidiary of Indebtedness or Permitted Obligations of STX or the Borrower or any other Subsidiary, with such subordination terms to include, without limitation, the following: provided that (A) such Indebtedness or Permitted Obligations is otherwise permitted hereunder, (B) Guarantees by STX, the Convertible Debt Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be unsecuredsubject to Section 6.04, (C) Guarantees by any Loan Party permitted under this clause (v) shall be subordinated to the Obligations of the applicable Subsidiary to the same extent, if any, and on the same terms as the Indebtedness so Guaranteed is subordinated to the Obligations and (D) none of the Indebtedness for borrowed money incurred pursuant to clause (ii), (iii) or (ix) of this Section 6.01(a) shall be Guaranteed by any Subsidiary, unless such Subsidiary is a Loan Party that has Guaranteed the Obligations pursuant to a Guarantee Agreement; (Bvi) Indebtedness of STX, the Borrower shall make no payment (whether in cash, in kind, securities or any other property) Subsidiary in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or security for such paymentsimilar bonds and completion guarantees provided by the Borrower and the Subsidiaries in the ordinary course of their business, whether for principal, interest or other amounts due (any such payment, a “Distribution”) provided that upon the incurrence of Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, such obligations are reimbursed within 30 days following such incurrence; (vii) Indebtedness of STX, the Convertible Debt until Borrower or any Subsidiary representing deferred compensation to employees of STX, the Borrower or any Subsidiary incurred in the ordinary course of business of STX, the Borrower or the applicable Subsidiary, consistent with the historical practices of STX, the Borrower or such time as the Obligations shall have been paid Subsidiary; (viii) drawings under Overdraft Facilities, provided that any drawing that is not repaid in full in cash and on the Business Day following the day that such drawing was made shall not be permitted by this Agreement shall have been irrevocably terminated clause; (ix) other thanIndebtedness, so long as no Default or Event provided that (A) at the time of Default shall have occurred and be continuing or would occur any incurrence of Indebtedness pursuant to this clause (ix), after giving effect to such Distributionincurrence, the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (xix) regularly scheduled payments shall not exceed an amount that is equal to 10% of interest on Consolidated Total Assets as of the Convertible Debt end of the most recently completed fiscal year of STX and (yB) payment in equity securities the sum of Borrower (i) the aggregate principal amount of Indebtedness incurred by the non-Loan Party Subsidiaries pursuant to this clause (ix) (the conversion terms “Permitted Subsidiary Debt Amount”) and (ii) the Permitted Secured Debt Amount, in each case at any time outstanding, shall not exceed the Permitted Priority Debt Amount, provided that if the sum of the Convertible Permitted Subsidiary Debt instruments; Amount and the Permitted Secured Debt Amount outstanding at the time an Investment Grade Period ends exceeds the Permitted Priority Debt Amount that would be permitted at the time the succeeding Non-Investment Grade Period commences, then the amount of such excess (C) [reserved]; (D) if an Event of Default under Section 8.1(hless the amount by which the Permitted Subsidiary Debt Amount and the Permitted Secured Debt Amount are reduced during such succeeding Non-Investment Grade Period) shall occur, then all Obligations shall be paid in full and satisfied in cash and deemed to be permitted under this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtSection 6.01(a)(ix); and (Ex) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDany Permitted Receivables Financing. (b) With respect Each of STX and the Borrower will not, and will not permit any of its subsidiaries to, issue any preferred Equity Interests, except that STX may issue preferred shares or other preferred Equity Interests that do not require mandatory cash dividends (other than Cash-Pay Preferred Equity that is issued in accordance with Section 6.01(a)) or redemptions and do not provide for any right on the part of the holder to subparagraphs (iii)require redemption, (iv) and (v) of subsection (a) aboverepurchase or repayment thereof, in each case prior to the event date that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth thereinis 91 days after January 18, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved2015.

Indebtedness. (a) The Borrower shall not, and nor shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assume, permit to exist, guarantee assume or otherwise become or remain directly or indirectly liable with respect to, to any Indebtedness (as hereinafter defined), except forfor the following: (ia) Indebtedness of Borrower in favor of Lenderthe Obligations; (iib) Indebtedness existing on the date hereof of this Agreement and set forth disclosed on Schedule A to this Agreement8.1 (Existing Indebtedness); (iiic) Guaranty Obligations incurred by the Borrower in respect of Indebtedness consisting of capitalized lease obligations the Borrower or any Subsidiary that is permitted by this Section 8.1; (d) Capital Lease Obligations and purchase money Indebtedness, in each case Indebtedness incurred by the Borrower or any a Subsidiary of its Subsidiaries the Borrower to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction acquisition of fixed or capital assets (other than the Collateral) of such personassets; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 5.2 (ACapital Expenditures) and that the aggregate outstanding principal amount of all such Capital Lease Obligations and purchase money Indebtedness does for the Borrower shall not exceed $[ * ] 1,000,000 at any time time; (e) Renewals, extensions, refinancings, refundings and replacements of Indebtedness permitted by clause (Bb) or (d) above or this clause (e); provided, however, that any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of such of, and is on terms no less favorable to the Borrower, including as to weighted average maturity, than the Indebtedness does not exceed the lower of the cost being renewed, extended, refinanced or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)refunded; (ivf) Indebtedness convertible arising from intercompany loans (i) from a Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or (ii) from the Borrower to a Subsidiary of the Borrower, in each case in a manner in accordance with, and in aggregate amounts consistent with the amounts set forth in, the Budget; (g) Indebtedness arising under any performance or surety bond, performance guarantee, minimum revenue guarantee, purchase commitment guarantee or similar arrangement with suppliers and programmers entered into equity securities in the ordinary course of business; (h) Indebtedness arising in connection with the sale of set-top boxes and related equipment in the ordinary course of business consistent with past practice; (i) Indebtedness of the Borrower or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the ordinary course of business; (j) obligations in respect of Hedging Contracts entered into in the ordinary course of business and for non-speculative purposes; and (k) Indebtedness of Subsidiaries in an aggregate amount not at any time exceeding $25,000,000. It is understood that any Indebtedness borrowed in a foreign currency shall continue to exceed $[ * ] (for purposes be permitted under this Section 8.1, notwithstanding any fluctuation in the Dollar amount of this subparagraph (iv)such Indebtedness, the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as long as the Obligations shall have been paid outstanding principal balance of such Indebtedness (denominated in full its original currency) does not exceed the maximum amount of such Indebtedness (denominated in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and such currency) permitted to be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest outstanding on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and date such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDwas incurred. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated under the Credit Documents; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 (as reduced by any permanent repayments of principal thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the principal amount outstanding at the time of any such extension, renewal or replacement); (iiic) intercompany Indebtedness among the Borrower and its Subsidiaries to the extent permitted by Sections 6.05(i) and (j); (d) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries under Swap Agreements entered into in the ordinary course of business with respect to finance other Indebtedness permitted under this Section 6.01 so long as the acquisitionentering into of such Swap Agreements are bona fide hedging activities and are not for speculative purposes; (e) Indebtedness of the Borrower and its Subsidiaries evidenced by Capital Lease Obligations and purchase money Indebtedness described in Section 6.02(j); (f) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), repairprovided that (i) such Indebtedness was not incurred in connection with, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTin anticipation or contemplation of, MARKED BY BRACKETSsuch Permitted Acquisition, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934(ii) such Indebtedness does not constitute debt for borrowed money, AS AMENDED. construction it being understood and agreed that Capital Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of fixed this clause (ii) and (iii) the aggregate principal amount of all Indebtedness permitted by this clause (f) shall not exceed $25,000,000 at any one time outstanding; (g) Indebtedness in respect of bid, payments, performance, advance payment or capital assets surety bonds entered into in the ordinary course of business and consistent with past practices; (h) to the extent that same constitutes Indebtedness, obligations in respect of earn-out arrangements permitted pursuant to a Permitted Acquisition; (i) Indebtedness of Foreign Subsidiaries of the Borrower under lines of credit to any such Foreign Subsidiary from Persons other than the CollateralBorrower or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Subsidiary’s working capital and other general corporate purposes; provided that the aggregate principal amount of all such Indebtedness outstanding at any time for all such Foreign Subsidiaries (excluding Indebtedness set forth on Schedule 6.01) shall not exceed $35,000,000; (j) Indebtedness of such person; providedSPCs incurred in connection with Permitted Securitizations so long as, that after giving effect to the incurrence thereof and any related sales of accounts receivable and related rights, (Ai) the proviso to Section 6.03(a)(xiv)(I) is complied with and (ii) the sum of the aggregate outstanding principal amount of all such Indebtedness does not incurred pursuant to this subsection 6.01(j) plus the aggregate outstanding amount of Receivables Indebtedness shall at no time exceed $[ * ] at any time and 125,000,000; (Bk) Receivables Indebtedness; provided that the sum of the aggregate outstanding amount of Receivables Indebtedness plus the aggregate outstanding principal amount of Indebtedness incurred pursuant to subsection 6.01(j) shall at no time exceed $125,000,000; (l) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business so long as such Indebtedness does not exceed the lower is extinguished within four Business Days of the cost or fair market value incurrence thereof; (m) Indebtedness of the property Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets permitted by this Agreement so acquired long as any such obligations are those of the Person making the respective acquisition or built sale, and are not guaranteed by any other Person (other than the Borrower or of such repairs or improvements financed with such Indebtedness (each measured at a Subsidiary to the time of such acquisition, repair, improvement or construction is madeextent permitted by Section 6.01(o)); (ivn) Indebtedness convertible into equity securities unsecured guarantees by the Borrower and its Subsidiaries in respect of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredCustomer Financing; (Bo) Indebtedness consisting of guarantees (x) by the Borrower and the Subsidiary Guarantors of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement and (y) by Wholly-Owned Foreign Subsidiaries of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement; provided that this clause (y) shall make no payment (whether in cash, in kind, securities or not include guarantees by any other property) or security for such payment, whether for principal, interest Subsidiary Borrower of any Indebtedness or other amounts due obligations of any Wholly-Owned Foreign Subsidiary that is not a Subsidiary Borrower; and (any such payment, a “Distribution”p) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing then exists or would occur after giving effect to such Distributionresult there­from, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) additional unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms incurred by the Borrower and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDthe Subsidiary Guarantors. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof (other than by the amount of any accrued and unpaid expenses, fees and expenses); (iiic) intercompany Indebtedness consisting permitted by Section 6.04(b); (d) Guarantees by the Borrower of capitalized lease obligations Indebtedness of any Subsidiary and purchase money Indebtedness, in each case incurred by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of its Subsidiaries the Borrower or any Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction 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 (and the proceeds thereof) prior to, or within 90 days after, the acquisition thereof (including the acquisition of such assets through the purchase of capital stock or other equity interests of a Person holding such assets), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than by the Collateralamount of any accrued and unpaid expenses, fees and expenses); provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such personconstruction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $30,000,000 at any time outstanding; (f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of trade letters of credit; (g) Indebtedness of the Borrower or any Subsidiary Guarantor secured by a Lien on any asset of the Borrower or any Subsidiary; provided, provided that (A) the aggregate outstanding principal amount of all such Indebtedness does permitted by this clause (g) shall not in the aggregate exceed $[ * ] 25,000,000 at any time and time; (Bh) obligations of the Borrower or any Subsidiary arising under any Swap Agreement permitted under Section 6.05. (i) Indebtedness of any Subsidiary of the Borrower which is not a Subsidiary Guarantor; provided that the aggregate outstanding principal amount of such Indebtedness does permitted by this clause (i) shall not in the aggregate exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured $30,000,000 at the time of such acquisition, repair, improvement or construction is made)any time; (ivj) other unsecured Indebtedness convertible into equity securities (including unsecured Subordinated Indebtedness) of the Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and Subsidiary Guarantor not otherwise permitted by this Agreement shall have been irrevocably terminated other than, Section 6.01 so long as no Default or Event of Default shall have occurred and be continuing or would occur the Borrower is in compliance, on a Pro Forma Basis after giving effect to the incurrence of such DistributionIndebtedness, (x) regularly scheduled payments of interest on with the Convertible Debt and (y) payment financial covenants contained in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsSection 6.11; (Ck) [reserved]contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (Dl) if an Event Indebtedness incurred in the ordinary course of Default under Section 8.1(h) shall occur, then all Obligations shall be paid business in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account connection with the financing of the Convertible Debtinsurance premiums; and (Em) Lender shall be entitled to rely on the subordination terms contained Indebtedness incurred in the Convertible Debt instruments, ordinary course of business relating to overdraft protection and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDnetting services. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly contract, create, incur, assume, permit assume or suffer to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, exist any Indebtedness (as hereinafter defined)Indebtedness, except for:(Indebtedness described below is herein referred to as “Permitted Indebtedness”): (i) Indebtedness of Borrower in favor of Lenderincurred pursuant to this Credit Agreement and the other Loan Documents; (ii) Indebtedness existing on of the date hereof Borrower and set forth on Schedule A its Restricted Subsidiaries not to this Agreementexceed Twenty-Five Million Dollars ($25,000,000) at any one time outstanding; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)under Permitted Hedging Agreements; (iv) Indebtedness convertible into equity securities of the Borrower or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of any business, Restricted Subsidiary or assets prior to the Effective Date or in a manner not prohibited by this Credit Agreement on or after the Effective Date, or from letters of credit, surety bonds or performance bonds securing any obligation of the Borrower or any such Restricted Subsidiary, pursuant to such agreement; (v) Intercompany Indebtedness of Borrower in an aggregate amount not to exceed $[ * ] (or a Restricted Subsidiary for purposes so long as such Indebtedness is held by Borrower or a Restricted Subsidiary of this subparagraph (iv), the “Convertible Debt”)Borrower; provided, that with respect to any intercompany Indebtedness (other than intercompany Indebtedness pursuant to any Permitted Securitization) (I) unless the Convertible Debt respective obligor under such intercompany loan reasonably determines that the execution, delivery and performance of an Intercompany Note is prohibited by, or that such Intercompany Note would not be enforceable against such obligor under, applicable local law, any such intercompany loan made pursuant to this clause (v) shall be subordinated evidenced by an Intercompany Note or by such other documentation as may be acceptable to the Obligations on terms Administrative Agent, and conditions acceptable (II) each such intercompany loan made pursuant to Lenderthis clause (v) shall be subject to the Intercompany Subordination Agreement; (vi) Indebtedness of the Borrower, or of any of its Restricted Subsidiaries, represented by letters of credit for the account of the Borrower or such Restricted Subsidiary, as the case may be, (a) in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business, (b) in order to provide security for any trade, contractual or payment obligations of the Borrower or Restricted Subsidiary, or (c) issued or incurred for such subordination terms other purposes as are related to includethe ordinary course of business of the Borrower or such Restricted Subsidiary; provided, without limitationhowever, that the following:aggregate amount of outstanding Indebtedness permitted pursuant to the provisions of this clause (c) shall not exceed Twenty Million Dollars ($20,000,000); (vii) Purchase money indebtedness or obligations in connection with the acquisition of Containers, Chassis or other assets by Borrower, in each case, that are not Collateral, or its Restricted Subsidiaries after the Effective Date; provided that (A) such indebtedness or obligations represents the Convertible Debt shall be unsecuredpurchase price (or financing of the purchase price within 180 days after the respective purchase) of such Container, Chassis or other asset, and (B) such indebtedness or obligations do not exceed 100% of the purchase price (including any fees or other expenses incurred in connection therewith) of the property being purchased at the time of the incurrence of such indebtedness or obligations; (Bviii) Indebtedness of Borrower shall make no payment or of a Subsidiary of the Borrower set forth on Schedule 7.18 of the Effective Date Officer’s Certificate; (whether ix) Refinancing Indebtedness; (x) Obligations in cashrespect of performance, in kindbid, securities surety and appeal bonds and completion guarantees or obligations of a similar nature provided by Borrower or any other propertySubsidiary in the ordinary course of business; (xi) or security for such payment, whether for principal, interest Indebtedness arising from the honoring by a bank or other amounts due financial institution of a check, draft or similar instrument inadvertently (any such payment, a “Distribution”except in the case of daylight overdrafts) with respect to drawn against insufficient funds in the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanordinary course of business, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, Indebtedness is extinguished within five (x5) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms Business Days of the Convertible Debt instrumentsincurrence thereof; (Cxii) [reserved]Indebtedness incurred in connection with a Permitted Securitization; (Dxiii) if an Event Endorsements for collection, deposit or negotiation and warranties of Default under Section 8.1(hproducts and services, in each case, incurred in the ordinary course of business; (xiv) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account Unsecured Indebtedness of the Convertible DebtBorrower issued in lieu of making a cash dividend; (xv) Indebtedness incurred by the Borrower or any Restricted Subsidiary of the Borrower in order to finance the acquisition by such Person of Containers, Chassis and/or other assets; and (Exvi) Lender shall be entitled to rely on Indebtedness incurred by the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented Borrower or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] any Restricted Subsidiary that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of secured by such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any or Restricted Subsidiary’s (as the case may be) interest in any assets of Borrower or such approval or disapproval from Lender shall be in writing. Any request by Borrower Restricted Subsidiary that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedare not Collateral.

Indebtedness. (a) Such Borrower shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (a) (i) Indebtedness created under the Loan Documents (including with respect to Specified Refinancing Debt), (ii) Indebtedness of Borrower the Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in favor respect thereof and (iii) Indebtedness of Lenderthe Loan Parties evidenced by Refinancing Junior Loans and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness in respect of (i) the Pari Passu Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “Pari Passu Notes”), (ii) [reserved] and (iii) the New Senior Unsecured Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “New Senior Unsecured Notes” and any proceeds of such notes funded into escrow prior to the Vion Acquisition Closing Date); provided the aggregate principal amount of Indebtedness at any time outstanding under clause (iii) shall not exceed $1,300,000,000; (c) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and amendments, modifications, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; (d) Indebtedness among the Parent Borrower and its Subsidiaries (including between or among Subsidiaries); provided that, (i) all such Indebtedness of any Loan Party owing to an Excluded Subsidiary must, subject to applicable law, regulations and orders of any Governmental Authority, be expressly subordinated to such Loan Party’s Obligations on Schedule A terms and conditions reasonably satisfactory to the Administrative Agent, it being understood that payments may be made thereon unless an Event of Default has occurred and is continuing and the Loans have been accelerated in accordance with Section 8.01, and it being understood that, with respect to any such Indebtedness incurred or assumed in connection with the Vion Acquisition, any such subordination documentation may be put in place within 90 days after the Vion Acquisition Closing Date (or such longer period as the Administrative Agent may agree to) and (ii) any Indebtedness owing to the Parent Borrower or any Restricted Subsidiary by any Excluded Subsidiary shall be subject to compliance with Section 6.04; (e) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04, (ii) Guarantees permitted under this clause (e) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no CREDIT AGREEMENT, Page 104 New Senior Unsecured Notes, Pari Passu Notes, Refinancing Notes or any Refinancing Junior Loans shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party that has Guaranteed the applicable Obligations or Foreign Obligations pursuant to a Guaranty Agreement; (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair or improvement of any assets (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings), (ii) Indebtedness of the Parent Borrower or any Restricted Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition thereof (provided that the Parent Borrower shall provide prior written notice to the Administrative Agent of any such assumption to the extent such assumed Indebtedness is in excess of $50,000,000), and (iii) any amendments, modifications, extensions, renewals and replacements of any such Indebtedness permitted by this clause (f) that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; provided that (A) in the case of clause (f)(i), such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction, repair or improvement and (B) on a Pro Forma Basis after giving effect to the incurrence of any such Indebtedness, the Parent Borrower is in compliance with the Financial Covenants (which, if financing a Permitted Acquisition, shall be calculated in a manner consistent with the Permitted Acquisition Determination Method); (g) Indebtedness arising in connection with Swap Agreements permitted by Section 6.07; provided that Guarantees by any Loan Party of such Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04; (h) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof and amendments, modifications, extensions, renewals and replacements thereof which do not increase the principal amount thereof (other than by unpaid interest, fees, expenses and any prepayment premium of make whole amount) except as otherwise permitted by this Section 6.01; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, and (ii) the aggregate principal amount of Indebtedness permitted by this clause (h) of this Section 6.01 shall not exceed $175,000,000 at any time outstanding; (i) obligations in respect of workers compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self insurance obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Parent Borrower or any Restricted Subsidiary, in each case in the ordinary course of business; (j) to the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Parent Borrower or any Restricted Subsidiary; (k) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (l) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (m) to the extent constituting Indebtedness, deferred compensation payable to directors, officers, employees, members of management or consultants of the Parent Borrower and the Restricted Subsidiaries; (n) Indebtedness in respect of repurchase agreements constituting Permitted Investments; (o) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednesspromissory notes issued by the Parent Borrower or any Restricted Subsidiary to future, in each case incurred by present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the acquisitionpurchase or redemption of Equity Interests of the Parent Borrower permitted by Section 6.08; (p) cash management obligations and Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary in respect of netting services, repairoverdraft protections, improvement commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, dealer incentive, supplier finance or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTsimilar programs, MARKED BY BRACKETSSociety for Worldwide Interbank Financial Telecommunication transfers, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934cash pooling and operational foreign exchange management and similar arrangements, AS AMENDED. construction in each case entered into in the ordinary course of fixed business in connection with cash management, including among the Parent Borrower and its Subsidiaries, and deposit accounts; (i) Indebtedness consisting of the financing of insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Parent Borrower or capital assets any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (r) Indebtedness incurred by a Loan Party constituting reimbursement obligations with respect to letters of credit (other than Letters of Credit issued pursuant to this Agreement), bank guarantees or similar instruments issued for the Collateralpurposes described in Section 6.02(d), (e), (i) and (k) or issued to secure trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (i) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence and (ii) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed $20,000,000 at any time; (s) obligations, contingent or otherwise, for the payment of money under any noncompete, consulting or similar agreement entered into with the seller of a Target or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (t) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 6.02; (u) [Reserved]; CREDIT AGREEMENT, Page 106 (v) other Indebtedness of the Parent Borrower and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $100,000,000 at any time outstanding; (w) Indebtedness in the form of (i) Guarantees of Indebtedness of the Renewable Diesel Joint Venture; provided that on a Pro Forma Basis after giving effect to the incurrence of such personGuarantee, the Parent Borrower would have been in compliance with the covenant set forth in Section 7.02 as of the last day of the immediately preceding fiscal quarter and (ii) Guarantees of any obligation to make an Investment in the Renewable Diesel Joint Venture permitted to be made in accordance with Section 6.04; (i) additional Indebtedness to the extent that on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, the Parent Borrower is in compliance with the covenant set forth in Section 7.02 for the most recently ended fiscal quarter for which financial statements have been delivered at the time of the incurrence of such Indebtedness and (ii) Permitted Refinancing Indebtedness with respect to debt referred to in clause (i). (y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate amount outstanding not to exceed $150,000,000 in the aggregate provided such Indebtedness is either (x) unsecured (but which may be guaranteed by the Parent Borrower pursuant to Section 6.01(e))) or (y) secured by only the Equity Interests in or assets of such Restricted Subsidiary that is not a Subsidiary Loan Party; (z) intercompany Indebtedness among the Parent Borrower and its Subsidiaries described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein); (aa) any liability of the Group arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code, issued prior to the date of this Agreement or any joint and several liability (hoofdelijke aansprakelijkheid) under any fiscal unity (fiscale eenheid) for Dutch corporate income purposes provided that all members of the fiscal unity are members of the Group; (bb) notes that are unsecured or secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Obligations incurred on the Vion Acquisition Closing Date, and loans that are unsecured or secured by Liens on Collateral ranking junior to the Liens securing the Obligations incurred on the Vion Acquisition Closing Date pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any such Indebtedness, “Incremental Equivalent Debt”); provided, provided that (A) the aggregate outstanding initial principal amount of all Incremental Equivalent Debt shall not exceed the amount permitted to be incurred under the Incremental Amount (it being understood any such Indebtedness does not exceed $[ * ] at any time and incurred in reliance thereof shall be deemed to be “Total Indebtedness secured by a Lien” for purposes of calculating the Secured Leverage Ratio set forth therein, regardless of whether secured or unsecured), (B) the principal amount incurrence of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness shall be subject to clauses (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (ivi), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iiiii), (iv) and (v) of subsection Section 2.20(d), as if such Incremental Equivalent Debt constituted Incremental Term Loans and (C) the financial maintenance covenants (if any) applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable, to the holders of such Indebtedness than those applicable under this Agreement (except for covenants or other provisions applicable only to periods after the Latest Maturity Date); (cc) Indebtedness in respect of any letter of credit or bank guarantee issued in favor of any Issuing Bank to support any Defaulting Lender’s participation in Letters of Credit issued; (dd) Indebtedness of the Parent Borrower or any Restricted Subsidiary to the extent that 100% of such Indebtedness is supported by any Letter of Credit; (ee) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (ff) Indebtedness of the Parent Borrower or any Restricted Subsidiary under any Ancillary Facility; and (gg) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (ff) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated pursuant to the Loan Documents; (iib) Indebtedness existing on the date hereof and set forth on Schedule A 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to this Agreementgiving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, that the aggregate principal amount of such Indebtedness of Borrower and its Subsidiaries does not exceed Seven Million Dollars ($7,000,000.00) at any time outstanding; (d) Indebtedness of the Borrower owing to any Subsidiary (other than a Foreign Subsidiary) and of any Subsidiary owing to the CollateralBorrower or any other Subsidiary (other than a Foreign Subsidiary); provided, that any such Indebtedness that is owed to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (e) Guarantees by the Borrower of such personIndebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.4; (f) Indebtedness of any Person which becomes a Subsidiary after the date of this Agreement; provided, that (Ai) such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does permitted hereunder shall not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured $1,000,000 outstanding at the time of such acquisition, repair, improvement or construction is made)any time; (ivg) Indebtedness convertible into equity securities in respect of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredobligations under Hedging Agreements permitted by Section 7.10; (Bh) Borrower shall make no payment (whether Indebtedness incurred in cashconnection with the financing of Borrower’s and its Subsidiaries’ insurance premiums in the ordinary course of business, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (Ei) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) other unsecured Indebtedness in an aggregate principal amount not to exceed One Million Dollars ($[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED1,000,000.00) at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall notnot create, assume or suffer to exist any Indebtedness (i) that is secured by any Lien that is not permitted by Section 6.2 or (ii) in the case of any Indebtedness for borrowed money incurred or assumed after the Closing Date, if on the date of incurrence or assumption of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence or assumption of such Indebtedness and to the concurrent retirement of any other Indebtedness of the Borrower or any of its Subsidiaries, a Default or Event of Default would exist hereunder; provided, however, that the Borrower may renew, refinance or extend any Indebtedness originally permitted to be incurred pursuant to this subsection (a) so long as such renewed, refinanced or extended Indebtedness is on terms and conditions no less favorable to the Borrower than the Indebtedness originally issued (including, without limitation, any shortening of the final maturity or average life to maturity or requiring any payment to be made sooner than originally scheduled or any increase in the interest rate applicable thereto or any change to any subordination provision thereof). (b) The Borrower shall not permit any Subsidiary to, directly or indirectly to create, incur, assume, permit assume or suffer to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, exist any Indebtedness (as hereinafter defined), except for: other than (i) purchase money Indebtedness of Borrower in favor of Lender; to the extent secured by Liens permitted by Section 6.2, (ii) guaranties of the Senior Debt Securities and the Additional Senior Debt Securities, to the extent equal and ratable guaranties are given to secure the Indebtedness existing hereunder, and (iii) additional Indebtedness, including Indebtedness arising under any Guaranty Obligations permitted by Section 6.3(i)-(iii), which in the aggregate does not exceed (A) $60,000,000 for Domestic Subsidiaries, and (B) $600,000,000 for Foreign Subsidiaries; provided, however, that this Section 6.1(b) shall not permit the incurrence or assumption of any Indebtedness if on the date hereof of incurrence or assumption of such Indebtedness after giving effect on a Pro Forma Basis to the incurrence or assumption of such Indebtedness and set forth on Schedule A to this Agreement; (iii) the concurrent retirement of any other Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such paymentSubsidiaries, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDexist hereunder. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) the Obligations; (b) Indebtedness of the Borrower in favor of Lender; (ii) Indebtedness and its Subsidiaries existing on the date hereof and set forth on Schedule A III and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to this Agreementgiving effect to such extension, renewal or replacement) plus fees and expenses related thereto or shorten the maturity or the weighted average life thereof; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capitalized Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets (other than or secured by a Lien on any such assets prior to the Collateral) acquisition thereof; provided that such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such person; providedconstruction or improvements or extensions, renewals, and replacements of any such Indebtedness that (A) do not increase the aggregate outstanding principal amount of all thereof (immediately prior to giving effect to such Indebtedness does not exceed $[ * ] at any time and (Bextension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, that the aggregate principal amount of such Indebtedness does not exceed the lower $40,000,000 at any time outstanding; (d) Indebtedness of the cost Borrower owing to any Subsidiary and of any Guarantor owing to the Borrower or fair market value of the property so acquired or built or of such repairs or improvements financed with any other Subsidiary; provided that any such Indebtedness that is owed to a Subsidiary that is not a Guarantor shall be subject to Section 6.14; (each measured e) Contingent Obligations permitted by Section 6.15; (f) Indebtedness of any Person which becomes a Subsidiary after the date of this Agreement; provided that such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such acquisition, repair, improvement or construction is made)Person becoming a Subsidiary; (ivg) (i) the 2013 Subordinated Notes, the 2015 Subordinated Notes, the 2020 Subordinated Notes, the Trust PIERS, the New Trust PIERS, the 2025 Subordinated Convertible Notes, and the 2035 Convertible Notes, and (ii) other Permitted Subordinated Debt, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) plus fees and expenses related thereto or shorten the maturity or the weighted average life thereof; (h) Indebtedness convertible into equity securities in respect of Borrower Hedging Agreements permitted by Section 6.24; (i) Indebtedness in respect of Receivables Facilities in an aggregate principal amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”)150,000,000; provided, provided that the Convertible Debt shall be subordinated to the Obligations on terms both before and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to the incurrence of any such DistributionIndebtedness, the Senior Leverage Ratio, calculated on a Pro Forma Basis (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant assuming such Indebtedness is fully borrowed), shall not exceed 1.00 to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt1.00; and (Ej) Lender other unsecured Indebtedness of the Borrower; provided that both before and after giving effect to the incurrence of any such Indebtedness, the Senior Leverage Ratio, calculated on a Pro Forma Basis, shall be entitled not exceed 1.00 to rely 1.00. The Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or any other preferred equity interest that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Borrower or such Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interest described in this paragraph, on the subordination terms contained or prior to, in the Convertible Debt instrumentscase of clause (i), and such terms shall not be amended, restated, supplemented (ii) or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any first anniversary of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedFacility Termination Date.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Secured Obligations; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 and refinancings, extensions, renewals and replacements of any such Indebtedness with Indebtedness that does not increase the outstanding principal amount thereof other than by the amount of accrued and unpaid interest, fees and premiums payable with respect thereto and the fees and expenses incurred in connection with any such refinancing, extension, renewal or replacement; (c) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party not otherwise permitted under this Section 6.01 shall be subject to the limitations set forth in Section 6.04(d); (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness of Subsidiaries that are not Loan Parties that may be guaranteed by Loan Parties in reliance on this clause (d) shall not in the aggregate exceed, at the time of incurrence thereof and giving pro forma effect thereto, the greater of $10,000,000 and 0.5% of Consolidated Total Assets; (e) Indebtedness incurred for the purpose of financing all or any part of the purchase price of any property (including Equity Interests of any Person) or the cost of the acquisition, construction, repair, replacement or improvement of any property, including Capital Lease Obligations, Purchase Money Obligations and any Indebtedness assumed in connection with the acquisition of any such property or secured by a Lien on any such property prior to the acquisition, construction, repair, replacement or improvement thereof, and refinancings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof other than by the amount of accrued and unpaid interest, fees and premiums payable with respect thereto and the fees and expenses incurred in connection with any such refinancing, extension, renewal or replacement; provided that (i) such Indebtedness is incurred prior to or within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement of such property and (ii) the aggregate principal amount of Indebtedness that is outstanding in reliance on this clause (e) shall not exceed, at the time of incurrence thereof and giving pro forma effect thereto, the greater of $15,000,000 and 0.75% of Consolidated Total Assets; (f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of letters of credit, bank guarantees or similar instruments; provided that the aggregate Indebtedness as an account party that is outstanding in reliance on this clause (f) (excluding as an account party in respect of any Letters of Credit) shall not exceed, at the time of incurrence thereof and giving pro forma effect thereto, $3,000,000; (g) Indebtedness secured by a Lien on any asset (not constituting Collateral) of the Borrower or any Subsidiary; provided that the principal amount of Indebtedness permitted under this clause (g) shall not in the aggregate exceed, at the time of incurrence thereof and giving pro forma effect thereto, the greater of $10,000,000 and 0.5% of Consolidated Total Assets; (h) Indebtedness (including assumed Indebtedness) of the Borrower or any Subsidiary Guarantor (including Subordinated Indebtedness to the extent subordinated to the Secured Obligations on terms reasonably acceptable to the Administrative Agent and Indebtedness permitted under the terms of Permitted Convertible Notes), and any Indebtedness of the Borrower or any Subsidiary Guarantor constituting refinancings, extensions, renewals or replacements of any such Indebtedness; provided that (i) both immediately prior to and after giving effect (including effect on a pro forma basis) thereto, no Default shall exist or would result therefrom, (ii) such Indebtedness is not guaranteed by any Subsidiary other than a Subsidiary Guarantor (which guarantees, if such Indebtedness is Subordinated Indebtedness, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iii) the covenants applicable to such Indebtedness consisting (taken as a whole) are not more onerous or more restrictive in any material respect than the applicable covenants set forth in this Agreement and (iv) after giving pro forma effect to the incurrence of capitalized lease such Indebtedness, at the time of incurrence thereof, the Borrower shall be in compliance with the Financial Covenants; (i) unsecured Indebtedness in respect of guarantees, performance bonds, surety bonds and similar obligations securing the performance of the Borrower or any Subsidiary in connection with a Permitted Acquisition permitted under Section 6.04 or an Asset Sale permitted under Section 6.03; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds and purchase money Indebtednesssurety bonds and performance, bankers acceptance facilities and completion guarantees and similar obligations, in each case incurred provided in the ordinary course of business, including obligations with respect to letters of credit, bank guarantees or similar instruments related thereto; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (l) Indebtedness in respect to judgments, awards or settlements of any claims or actions (whether direct, contingent or potential), in each case under circumstances not giving rise to an Event of Default; (m) Indebtedness in respect of obligations that are being contested in accordance with Section 5.04; (n) Indebtedness of the Borrower or any Subsidiary permitted under Section 6.04; (o) Swap Agreements permitted under Section 6.05; (p) Indebtedness of its Subsidiaries Foreign Subsidiaries, and guarantees thereof by Foreign Subsidiaries, in an aggregate principal amount not to finance exceed, at the acquisitiontime of incurrence thereof and giving pro forma effect thereto, repairthe greater of $10,000,000 and 0.5% of Consolidated Total Assets; (A) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, improvement in either case, becomes a Subsidiary (or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTIndebtedness of a Person or Indebtedness attaching to assets of a Person not previously a Subsidiary that is merged or consolidated with or into the Borrower or a Subsidiary) or Indebtedness assumed or attaching to assets that are acquired by the Borrower or any Subsidiary in a transaction otherwise permitted under Section 6.04 (including pursuant to a Permitted Acquisition), MARKED BY BRACKETSin each case after the Effective Date, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934in an aggregate amount not to exceed $20,000,000 at any time outstanding; provided that (x) such Indebtedness existed at the time such Person became a Subsidiary or otherwise at the time any such Permitted Acquisition was consummated or at the time such assets were acquired and, AS AMENDED. construction of fixed in each case, was not created in anticipation thereof and (y) such Indebtedness is not guaranteed by the Borrower or capital assets any Subsidiary (other than the Collateralby any such Person that so becomes a Subsidiary); and (B) any refinancings, extensions, renewals and replacements of such person; provided, that any Indebtedness specified in subclause (A) above, provided that the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, extension, renewal or replacement other than by the amount of accrued and unpaid interest, fees and premiums payable with respect thereto and the fees and expenses incurred in connection with any such refinancing, extension, renewal or replacement; (r) Indebtedness of the Borrower or any Subsidiary incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or other Banking Services, in each case, incurred in the ordinary course of business; (s) unsecured Indebtedness of any Loan Party owing to current or former employees, officers or directors (or any spouses, ex-spouses or estates of any of the foregoing) incurred in connection with the repurchase therefrom of Equity Interests in the Borrower, so long as the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at 1,000,000 in any time and fiscal year of the Borrower; (Bt) other unsecured Indebtedness not otherwise permitted by clauses (a) through (s) above or clauses (u) through (aa) below, provided that the aggregate principal amount of such other Indebtedness does outstanding shall not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured exceed, at the time of such acquisitionincurrence thereof and giving pro forma effect thereof, repair, improvement or construction is made)the greater of $100,000,000 and 5.0% of Consolidated Total Assets; (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (Cu) [reservedReserved]; (Dv) if Indebtedness of Joint Ventures, Indebtedness incurred on behalf of Joint Ventures or Guarantees of Indebtedness of Joint Ventures by the Borrower or any Subsidiary, in an Event aggregate principal amount not to exceed, at the time of Default under Section 8.1(hincurrence thereof and giving pro forma effect thereto, the greater of $50,000,000 and 2.5% of Consolidated Total Assets; (w) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Credit Agreement irrevocably terminated before any Distribution shall be made on account Refinancing Indebtedness; (x) Indebtedness representing deferred compensation to employees of the Convertible DebtBorrower or any Subsidiary incurred in the ordinary course of business; (y) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection with the ▇▇▇▇▇▇ Acquisition, any Permitted Acquisition or any investment permitted under this Agreement; (z) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this Section 6.01; and (Eaa) Lender shall be entitled to rely on the subordination terms contained Indebtedness in the Convertible Debt instruments, form of customary and such terms shall not be amended, restated, supplemented reasonable indemnity obligations entered into in connection with any Permitted Acquisition or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretionany investment or Asset Sale permitted under this Agreement. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) For purposes of subsection (a) abovedetermining compliance with this Section 6.01, in the event that Borrower wishes to request an item of Indebtedness meets the consent criteria of Lender to exceed any more than one of the dollar categories of Indebtedness described in clauses (a) through (aa) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount limitations set forth therein, Borrower shall notify Lender in writing and type of such request, setting forth Indebtedness in detail one or more of the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower above clauses; provided that Lender has failed to approve or disapprove in writing within all Indebtedness outstanding under the time period set forth above shall Loan Documents will be deemed to be approvedhave been incurred in reliance only on the exception in clause (a).

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (iib) Indebtedness existing on the date hereof and set forth on Schedule A in SCHEDULE 6.1 and extensions, renewals and replacements of any such Indebtedness that do not at the time of such extension, renewal or replacement increase the outstanding principal amount thereof or result in an earlier maturity date or decreased Weighted Average Life to this AgreementMaturity thereof; (iiic) Indebtedness consisting of capitalized lease obligations the Borrower to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; PROVIDED that Indebtedness of its Subsidiaries the Borrower or any Subsidiary Loan Party to any Restricted Subsidiary that is not a Loan Party shall be subject to SECTION 6.5; (d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary; PROVIDED that Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness of any Restricted Subsidiary that is not a Loan Party shall be subject to SECTION 6.5; and PROVIDED FURTHER, that the aggregate amount of Indebtedness permitted by this CLAUSE (D) shall not, together with all Indebtedness permitted by CLAUSE (E) below, exceed $15,000,000 at any time outstanding; (e) contingent Indebtedness, including contingent obligations as an account party in respect of letters of credit (other than the Letters of Credit) and letters of guaranty and in respect of bankers' acceptances, PROVIDED that the aggregate amount of Indebtedness permitted by this CLAUSE (E) shall not, together with all Indebtedness permitted by CLAUSE (D) above, exceed $15,000,000 at any time outstanding; (f) money market lines, PROVIDED that the aggregate amount of Indebtedness at any time outstanding thereunder shall not exceed $25,000,000; (g) Indebtedness of Foreign Subsidiaries, PROVIDED that the aggregate amount of such Indebtedness at any time outstanding shall not exceed $10,000,000; (h) floor plan financing, PROVIDED that the aggregate principal amount of Indebtedness permitted by this CLAUSE (H) shall not, together with all Indebtedness outstanding pursuant to CLAUSES (I) AND (J) below, exceed $35,000,000 at any time outstanding; (i) purchase money Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, repairconstruction or improvement after the Effective Date of any assets, improvement including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTsecured by a Lien on any such assets prior to the acquisition thereof, MARKED BY BRACKETSand extensions, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction renewals and replacements of fixed any such Indebtedness that at the time thereof do not increase the outstanding principal amount thereof or capital assets (other than the Collateral) of such personresult in an earlier maturity date or decreased Weighted Average Life to Maturity thereof; provided, PROVIDED that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time is incurred before or within 90 days after such acquisition or the completion of such construction or improvement, and (B) the aggregate principal amount of such Indebtedness does permitted by this CLAUSE (I) (x) shall not exceed the lower 100% of the lesser of (i) the cost of acquiring, constructing or improving such assets or (ii) the fair market value thereof at the time of the property so acquired or built or incurrence of such repairs Indebtedness, and (y) shall not, together with all Indebtedness outstanding pursuant to CLAUSE (H) above and CLAUSE (J) below, exceed $35,000,000 at any time outstanding; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the Effective Date, and Indebtedness assumed in connection with the acquisition of assets by the Borrower or improvements financed with such Indebtedness (any Restricted Subsidiary after the Effective Date, and, in each measured case, extensions, renewals and replacements thereof that do not at the time of such acquisitionextension, repair, improvement renewal or construction is made); (iv) Indebtedness convertible into equity securities of Borrower replacement increase the outstanding principal amount thereof or result in an aggregate amount not earlier maturity date or decreased Weighted Average Life to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”)Maturity thereof; provided, PROVIDED that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) such Indebtedness exists at the Convertible Debt shall be unsecured; time such Person becomes a Restricted Subsidiary or such assets are acquired, as the case may be, and is not created in contemplation of or in connection with such Person's becoming a Restricted Subsidiary or such assets' being acquired, as the case may be, and (B) Borrower the aggregate principal amount of Indebtedness permitted by this CLAUSE (J) shall make no payment not, together with all Indebtedness outstanding pursuant to CLAUSES (whether in cash, in kind, securities or any other propertyH) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (yi) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occurabove, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before exceed $35,000,000 at any Distribution shall be made on account of the Convertible Debttime outstanding; and (Ek) Lender shall be entitled other unsecured Indebtedness that (i) has a stated maturity later than the Maturity Date and a Weighted Average Life to rely Maturity greater than the Weighted Average Life to Maturity of the Loans and (ii) is subject to covenants and Events of Default no more restrictive on the subordination terms contained obligor than the covenants and Events of Default set forth in the Convertible Debt instruments, and such terms Loan Documents; PROVIDED that the aggregate principal amount of Indebtedness of the Restricted Subsidiaries permitted by this CLAUSE (K) shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED10,000,000 at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lenderunder the Loan Documents; (ii) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement7.01; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets (other than or secured by a Lien on any such assets prior to the Collateral) acquisition thereof, and extensions, renewals and replacements of any such person; providedIndebtedness that do not increase the outstanding principal amount thereof, provided that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of such Indebtedness does permitted by this clause (iii) shall not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness Five Million Dollars (each measured $5,000,000.00) at the any time of such acquisition, repair, improvement or construction is made)outstanding; (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv)any Person that becomes a Subsidiary after the date hereof, the “Convertible Debt”); provided, provided that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) such Indebtedness exists at the Convertible Debt time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (B) the aggregate principal amount of Indebtedness permitted by this clause (iv) shall be unsecurednot exceed Two Million Dollars ($2,000,000.00) at any time outstanding; (Bv) Indebtedness of the Borrower shall make no payment (whether in cash, in kind, securities to any Subsidiary Guarantor and of any Subsidiary Guarantor to the Borrower or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsSubsidiary Guarantor; (Cvi) [reserved]; (D) if an Event Guarantees by the Borrower of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full Indebtedness of any Subsidiary Guarantor and satisfied in cash and this Agreement irrevocably terminated before by any Distribution shall be made on account Subsidiary Guarantor of Indebtedness of the Convertible DebtBorrower or any other Subsidiary Guarantor; and (Evii) Lender shall be entitled to rely on other unsecured Indebtedness of the subordination terms contained Borrower and the Subsidiary Guarantors in the Convertible Debt instruments, and such terms shall an aggregate principal amount not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; andexceeding Two Million Dollars ($2,000,000.00) at any time outstanding. (vviii) unsecured Indebtedness of ▇▇▇▇▇▇ Japan Corporation (i) to Mizuho Bank in an aggregate amount amounts not to exceed 100,000,000 Yen and (ii) Tokyo Mitsubishi Bank not to exceed Fifty Million (50,000,000.00) Yen. (ix) unsecured Indebtedness of ▇▇▇▇▇▇ ▇▇ under an overdraft facility in amounts not to exceed One Million (1,000,000.00) Swiss Francs. (x) unsecured Indebtedness of ▇▇▇▇▇▇ ▇▇ under a term loan provided that (1) the amount of such term loan does not exceed Seven Million Dollars ($[ * ] 7,000,000.00), (2) the proceeds of such term loan are immediately distributed to the Borrower as a dividend and used by the Borrower for general working capital purposes and (3) in the event that such term loan is guaranteed by the Borrower, the Borrower’s obligations under such guarantee are subordinated to Lender the obligations of the Borrower to the Agent and the Lenders on terms and conditions acceptable conditions, and pursuant to Lender a written agreement reasonably satisfactory to the Agent. (xi) Unsecured Indebtedness under the Convertible Senior Notes not to exceed Seventy Two Million Dollars ($72,000,000.00) in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDprincipal amount. (xii) Subordinated unsecured indebtedness under the Seller Notes not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00) in principal amount. (b) With respect to subparagraphs (iii)The Borrower will not, and it will not permit any Subsidiary to, (ivi) issue any preferred equity securities unless the issuance of such preferred equity securities is on terms and conditions reasonably satisfactory to the Agent, or (vii) be or become liable in respect of subsection any obligation (acontingent or otherwise) aboveto purchase, redeem, retire, acquire or make any other payment in the event that Borrower wishes to request the consent respect of Lender to exceed any shares of Capital Stock of the dollar amount limitations set forth thereinBorrower or any Subsidiary or any option, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents warrant or other information requested by Lenderright to acquire any such shares of Capital Stock other than Capital Stock of the Borrower pursuant to any employee benefit plan, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedexcept as permitted under Section 7.08.

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary of its Consolidated Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderhereunder; (iib) Indebtedness existing on the date hereof and set forth on in Part A of Schedule A II (but excluding, following the making of the initial Loans hereunder, the Indebtedness to this be repaid with the proceeds of such Loans, under the Existing Credit Agreement), together with any extensions, renewals, refinancings or replacements of any such Indebtedness so long as the principal thereof is not increased and such Indebtedness, as so extended, renewed, refinanced or replaced, would constitute Indebtedness that could be incurred in compliance with Section 6.01(g); (c) Indebtedness of any Consolidated Subsidiary to the Borrower or any other Consolidated Subsidiary; (d) Guarantees by the Borrower of Indebtedness of any Consolidated Subsidiary and by any Consolidated Subsidiary of Indebtedness of any other Consolidated Subsidiary; (e) Indebtedness of the Borrower and its Subsidiaries in respect of the deferred payment of insurance premiums up to an aggregate principal amount not exceeding $10,000,000 at any one time outstanding; (f) Indebtedness of any Person that becomes a Consolidated Subsidiary after the Effective Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Consolidated Subsidiary; (g) additional Indebtedness of the Borrower, incurred after the Effective Date (or assumed in connection with any Subsequent Acquisition), provided that (i) the stated maturity date with respect to such Indebtedness shall be at least six months after the Maturity Date, (ii) no principal payments with respect to such Indebtedness shall be stated to be due prior to the Maturity Date (other than in respect of a Change of Control or similar event), except that if such Indebtedness is pari passu in right of payment with the obligations of the Borrower hereunder (i.e. not subordinated in right of payment to such obligations), such Indebtedness may provide for principal payments prior to the Maturity Date, so long as the weighted average life to maturity of such Indebtedness (determined in accordance with GAAP) is not earlier than the weighted average life to maturity of the Loans hereunder, 364-DAY CREDIT AGREEMENT (iii) all covenants with respect to such Indebtedness consisting shall be no more restrictive then the covenants set forth in this Agreement and the Borrower shall be in compliance with such covenants, (iv) such Indebtedness is not secured by any Lien on property of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Subsidiaries to finance the acquisitionConsolidated Subsidiary, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets and (other than the Collateralv) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisitionincurrence, repairand after giving effect thereto, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect and the Borrower shall be in pro forma compliance with Section 6.10 (the determination of such pro forma compliance to be calculated, as at the end of and for the period of four fiscal quarters most recently ended prior to the date of such Distributionincurrence for which financial statements of the Borrower and its Consolidated Subsidiaries are available, under the assumption that such incurrence shall have occurred at the beginning of the applicable period) and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer showing such calculations in reasonable detail to demonstrate such compliance; provided that the Borrower may incur up to $300,000,000 of additional Indebtedness under this Section 6.01(g) without complying with the foregoing clauses (xi) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtii); and (Eh) Lender shall be entitled to rely on other Indebtedness (whether or not secured) of the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented Borrower or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness any Consolidated Subsidiary in an aggregate principal amount not to exceeding $50,000,000 at any time outstanding, and other Indebtedness (not secured) of the Borrower (but not of any Consolidated Subsidiary) in an aggregate principal amount not exceeding $150,000,000 at any time outstanding, so long as the aggregate principal amount of Indebtedness permitted under this clause (h) shall not exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED200,000,000 at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Borrower shall not, Holdings and shall the Borrowers will not cause or permit any Subsidiary toof the Non-Guarantor Subsidiaries to incur, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lender; (iia) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement; (iii6.01(a) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessany extensions, in each case incurred by Borrower renewals or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) replacements of such person; provided, that (A) Indebtedness to the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) extent the principal amount of such Indebtedness does is not exceed increased and neither the lower final maturity nor the weighted average life to maturity of such Indebtedness is shortened; (b) intercompany Indebtedness of the cost or fair market value Non-Guarantor Subsidiaries (including, for the avoidance of the property so acquired or built or of such repairs or improvements financed with doubt, any such Indebtedness (each measured at owing to Holdings, the time of such acquisition, repair, improvement Borrowers or construction is madeany Guarantor); (ivc) Indebtedness convertible into equity securities under Performance Bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (d) CBRE CM Permitted Indebtedness, Indebtedness under the CBRE Loan Arbitrage Facility, Exempt Construction Loans, Indebtedness in respect of any Receivables Securitization, to the extent the aggregate Receivables Securitization Amount attributable at any time in respect of all Receivables Securitizations does not exceed $250,000,000 and Non-Recourse Indebtedness; (e) Indebtedness of any person existing at the time such person is acquired by the U.S. Borrower or a Subsidiary in connection with an acquisition and not incurred in anticipation or contemplation thereof and any extensions, renewals or replacements of such Indebtedness to the extent the principal amount of such Indebtedness is not increased and neither the final maturity nor the weighted average life to maturity of such Indebtedness is shortened; (f) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed in excess of $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt600,000,000; and (Eg) Lender shall be entitled Non-Guarantor Subsidiaries may incur Indebtedness at any time if, after giving effect thereto, the aggregate principal amount of all Indebtedness incurred by Non- Guarantor Subsidiaries pursuant to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and this paragraph (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (ivg) and outstanding at such time does not exceed 15% of Total Assets at such time (v) of subsection (a) above, after giving pro forma effect to any assets to be acquired in connection with the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing incurrence of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedIndebtedness).

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (a) (i) the Obligations and any other Indebtedness of Borrower in favor of Lendercreated under the Loan Documents, (ii) Indebtedness created under the Revolving Facility and (iii) the Specified Intercompany Note; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A 6.01 and, other than with respect to this Agreementthe Chinese Credit Facility, extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof; (c) Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any Subsidiary to any Loan Party and (iii) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party; (d) Guarantees by the Borrower of Indebtedness consisting of capitalized lease obligations any Subsidiary and purchase money by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) 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 assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $5,000,000 at any time outstanding; (f) Subordinated Indebtedness and Qualified Unsecured Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisitionso long as, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated after giving effect to the Obligations on terms and conditions acceptable to Lenderincurrence thereof, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur and the Borrower shall be in compliance, on a pro forma basis after giving effect to such Distributionincurrence, (x) regularly scheduled payments of interest with the covenants contained in Section 6.11 recomputed as if such incurrence had occurred on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms first day of the Convertible Debt instrumentsperiod for testing such compliance; (Cg) [reserved]Indebtedness of the Borrower or any Subsidiary as an account party in respect of trade letters of credit; (Di) if an Event Indebtedness of Default the Borrower or any Subsidiary under any Swap Agreement otherwise permitted under Section 8.1(h6.05, (ii) shall occur, then all Obligations shall be paid in full the Guarantee of any Loan Party of any such Indebtedness and satisfied in cash and this Agreement irrevocably terminated before (iii) the Guarantee of any Distribution shall be made on account Loan Party of the Convertible Debtobligations of PSMC, PKL or any of their respective subsidiaries under any Swap Agreement entered into in the ordinary course of business; (i) the New Mask Shop Obligations; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vj) unsecured Indebtedness in an aggregate principal amount not to exceed exceeding $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED1,000,000 at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated hereunder and under the other Loan Documents; (iib) Indebtedness existing on the date hereof and set forth on listed in Schedule A to this Agreement7.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred (i) the Borrower owing to any Subsidiary or (ii) any Subsidiary owing to the Borrower or another Subsidiary; (d) Guarantees by the Borrower of Indebtedness of any Subsidiary or by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of its Subsidiaries the Borrower or any Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (other than i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the Collateral) completion of such person; provided, that construction or improvement and (Aii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $100,000,000 at any time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the date hereof and extensions, renewals and replacements of any such Indebtedness that do not increase Five-Year Credit Agreement the outstanding principal amount of all thereof; provided that such Indebtedness does exists at the time such Person becomes a Subsidiary and is not exceed created in contemplation of or in connection with such Person becoming a Subsidiary; (g) unsecured Subordinated Indebtedness; (h) Indebtedness of (i) the Borrower or any Subsidiary as an account party or applicant in respect of trade letters of credit and (ii) any Foreign Subsidiary as an account party or applicant in respect of euro-denominated standby letters of credit in an aggregate face amount not exceeding $[ * ] 20,000,000 at any time outstanding; (i) Indebtedness of the Borrower and its Subsidiaries arising in respect of Permitted Securitizations; (Bj) Priority Indebtedness of the Borrower and its Subsidiaries, provided that the aggregate principal amount of such Indebtedness does permitted by this clause (j) shall not exceed the lower at any time 12-1/2% of the cost or fair market value consolidated assets of the property so acquired or built or of such repairs or improvements financed with such Indebtedness Borrower and its Subsidiaries (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest shown on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms consolidated balance sheet of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of Borrower for the Convertible Debtmost recently ended fiscal quarter); and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vk) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth thereinBorrower or any other Obligor if, Borrower shall notify Lender upon the incurrence thereof, the Leverage Ratio and the Senior Leverage Ratio (in writing each case determined as of last day of the most recently ended fiscal quarter after giving pro forma effect to the incurrence of such requestIndebtedness and the application of the proceeds thereof) would not be greater than 3.50:1.0 and 3.25:1.0, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedrespectively.

Indebtedness. (a) Subject to the last sentence of this Section 6.01, the Borrower shall not, and shall will not nor will it permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee except: (a) Indebtedness created hereunder; (b) Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as (i) no Default or otherwise become Event of Default exists at the time of the incurrence thereof, (ii) at the time of incurrence thereof, the aggregate amount of such Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness, taken together with other then-outstanding Indebtedness that constitutes senior securities, 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 Secured Longer-Term Indebtedness, the Covered Debt Amount does not or remain directly or indirectly liable would not exceed the Borrowing Base then in effect (for clarity, with respect toto revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place only at the time of each borrowing thereunder and not at any time such facility is entered into, the aggregate commitments thereunder are increased or the facility is otherwise modified); (c) Other Permitted Indebtedness; (d) Indebtedness of Financing Subsidiaries; (e) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities; (f) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business; (g) Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness (other than Permitted Indebtedness and Special Permitted Indebtedness constituting Unsecured Shorter-Term Indebtedness) so long as hereinafter defined(i) no Default or Event of Default exists at the time of the incurrence thereof, (ii) at the time of incurrence thereof, the aggregate amount (determined at the time of the incurrence of such Indebtedness) of such Indebtedness does not exceed 5% of Shareholders’ Equity, (iii) the aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness that constitutes senior securities, does not exceed the amount required to comply with the provisions of Section 6.07(b), except for:and (iv) 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 (for clarity, with respect to revolving loan facilities or staged advance loan facilities, “incurrence” shall be deemed to take place only at the time of each borrowing thereunder and not at any time such facility is entered into, the aggregate commitments thereunder are increased or the facility is otherwise modified); (h) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) Indebtedness of Borrower in favor of LenderPermitted SBIC Guarantees and any SBIC Equity Commitment or analogous commitment; (iij) Permitted Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than Special Permitted Indebtedness) constituting Unsecured Shorter-Term Indebtedness so long as (i) no Default exists at the Collateral) time of such person; providedthe incurrence thereof, that (Aii) the aggregate outstanding principal amount (determined at the time of all the incurrence of such Indebtedness) of such Indebtedness does not exceed $[ * ] 150,000,000, (iii) at any the time and (B) of incurrence thereof, the principal aggregate amount of such Indebtedness, taken together with other then-outstanding Indebtedness that constitutes senior securities, does not exceed the lower amount required to comply with the provisions of Section 6.07(b), and (iv) prior to and immediately after giving effect to the cost incurrence of any such Indebtedness, the Covered Debt Amount does not or fair market value of would not exceed the property so acquired Borrowing Base then in effect (for clarity, with respect to revolving loan facilities or built or of such repairs or improvements financed with such Indebtedness (each measured staged advance loan facilities, “incurrence” shall be deemed to take place only at the time of each borrowing thereunder and not at any time such acquisitionfacility is entered into, repair, improvement the aggregate commitments thereunder are increased or construction the facility is madeotherwise modified); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) No Borrower shall, nor shall not, and shall not it permit any Subsidiary of its Subsidiaries to, directly or indirectly createindirectly, incur, assumecreate, permit to exist, guarantee or otherwise become or remain assume directly or indirectly liable with respect toindirectly, or suffer to exist any Indebtedness (as hereinafter defined), including without limitation any Guarantee Obligation in respect of Indebtedness of its Unrestricted Subsidiaries) except for: (a) Indebtedness incurred pursuant to this Agreement and the other Loan Documents; (b) Indebtedness with respect to the Second Priority Notes; (c) Indebtedness (other than Intercompany Indebtedness) outstanding on the Effective Date listed on Schedule 6.5(d) hereto; (d) Indebtedness resulting from the Permitted Refinancing (whether in whole or in part) of any Indebtedness, permitted under Sections 8.2(b) and (c); (e) Indebtedness of Borrower and/or any Subsidiary and guarantees thereof by a Borrower and/or its Subsidiaries pursuant to over-draft lines or similar extensions of credit such that the aggregate amount of such Indebtedness under this clause outstanding at any one time does not exceed the Dollar Equivalent of $15,000,000; (f) Intercompany Indebtedness to the extent permitted by Section 8.7; provided, however, that in the event of any subsequent issuance or transfer of any Capital Stock which results in the holder of such Indebtedness ceasing to be a Subsidiary of a Borrower or any subsequent transfer of such Indebtedness (other than to a Borrower or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another clause of this Section 8.2; provided, further, however, that any loan or advance to any Borrower or any Subsidiary Guarantor shall be unsecured and subordinated to the prior payment in full of the Obligations on terms acceptable to the Administrative Agent; (g) Indebtedness secured by Liens permitted by Section 8.1(b) and any extension, renewal or replacement thereof in accordance with the terms of Section 8.1(b); (h) Indebtedness with respect to Interest Rate Agreements and Other Hedging Agreements entered into in the ordinary course of business in order to manage existing or anticipated interest rate, exchange rate, commodity or other revenue or expense risk, and not for speculative purposes, in any case; (i) Indebtedness consisting of Guarantee Obligations of any Subsidiary of a Borrower of the Obligations under any Loan Document or consisting of Customary Permitted Guarantees; (j) Indebtedness with respect to the Untendered Group Notes; and (i) Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness Foreign Subsidiaries consisting of capitalized lease obligations letters of credit, bank guarantees and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower Guarantee Obligations in an aggregate amount not to exceed the Dollar Equivalent of $[ * ] 10,000,000 at any time outstanding and (for ii) other Indebtedness of Foreign Subsidiaries such that the aggregate amount of such Indebtedness under this clause (ii) outstanding at any one time does not exceed the Dollar Equivalent of $10,000,000. For purposes of this subparagraph (iv)Section 8.2, the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, Indebtedness of an entity outstanding when it becomes a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above Subsidiary shall be deemed to be approvedhave been incurred at that time.

Indebtedness. The Borrower will not, nor will it permit any Subsidiary (other than an Unrestricted Subsidiary) to, create, incur or suffer to exist any Indebtedness, except: (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lenderthe Loans; (iib) Indebtedness existing on the date hereof and set forth on Schedule A described in SCHEDULE 5.16 hereto (it being understood and agreed that Indebtedness in a principal amount not exceeding $500,000 for a single item of Indebtedness and $2,000,000 in the aggregate for all such Indebtedness listed shall be permitted to exist pursuant to this SECTION 6.11(b) notwithstanding the absence thereof on SCHEDULE 5.16) and any renewals, extensions, refundings or refinancings of such Indebtedness (including any necessary pre-payment premium payments on such Indebtedness); PROVIDED that the amount thereof is not increased and the maturity or scheduled amortization of principal thereof is not shortened (unless to a maturity or scheduled amortization occurring after the Maturity Date); (c) Indebtedness owing by (x) the Borrower to any Wholly-Owned Subsidiary and (y) any Wholly-Owned Subsidiary to a Wholly-Owned Subsidiary or the Borrower; (d) Indebtedness of Folksamerica and its Subsidiaries permitted under the Folksamerica Credit Agreement and Indebtedness of Valley and its Subsidiaries permitted under the Valley Credit Agreement; (iiie) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessthe Borrower, in each case incurred by the proceeds of which are used directly or indirectly to refund or refinance Indebtedness of Wholly-Owned Subsidiaries of the Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than any Unrestricted Subsidiaries); PROVIDED, however that the Collateral) amount thereof is not increased, the maturity or scheduled amortization of such person; provided, that (A) principal thereof is not set to a maturity or scheduled amortization occurring before the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time Maturity Date hereunder and (B) the principal amount of such Indebtedness does not exceed the lower terms of the cost or fair market value proposed Indebtedness are not otherwise, in the reasonable judgment of the property so acquired Required Lenders, disadvantageous (relative to the terms of the Indebtedness refunded or built or refinanced) to the interests of such repairs or improvements financed with such the Lenders hereunder; (f) Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is madesecured by Liens permitted pursuant to SECTION 6.14(f); (ivg) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”)Contingent Obligations permitted by SECTION 6.13; provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following:and (Ah) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanIndebtedness, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before other Indebtedness does not at any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to time exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender 10,000,000 in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDaggregate principal amount. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly contract, create, incur, assume, permit assume or suffer to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, exist any Indebtedness (as hereinafter defined)Indebtedness, except for:(Indebtedness described below is herein referred to as “Permitted Indebtedness”): (i) Indebtedness of Borrower in favor of Lenderincurred pursuant to this Credit Agreement and the other Loan Documents; (ii) Indebtedness existing on of the date hereof Borrower and set forth on Schedule A its Restricted Subsidiaries not to this Agreementexceed Twenty-Five Million Dollars ($25,000,000) at any one time outstanding; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)under Permitted Hedging Agreements; (iv) Indebtedness convertible into equity securities of the Borrower or any of its Restricted Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of any business, Restricted Subsidiary or assets prior to the Effective Date or in a manner not prohibited by this Credit Agreement on or after the Effective Date, or from letters of credit, surety bonds or performance bonds securing any obligation of the Borrower or any such Restricted Subsidiary, pursuant to such agreement; (v) Intercompany Indebtedness of Borrower in an aggregate amount not to exceed $[ * ] (or a Restricted Subsidiary for purposes so long as such Indebtedness is held by Borrower or a Restricted Subsidiary of this subparagraph (iv), the “Convertible Debt”)Borrower; provided, that with respect to any intercompany Indebtedness (other than intercompany Indebtedness pursuant to any Permitted Securitization) (I) unless the Convertible Debt respective obligor under such intercompany loan reasonably determines that the execution, delivery and performance of an Intercompany Note is prohibited by, or that such Intercompany Note would not be enforceable against such obligor under, applicable local law, any such intercompany loan made pursuant to this clause (v) shall be subordinated evidenced by an Intercompany Note or by such other documentation as may be acceptable to the Obligations on terms Administrative Agent, and conditions acceptable (II) each such intercompany loan made pursuant to Lenderthis clause (v) shall be subject to the Intercompany Subordination Agreement; (vi) Indebtedness of the Borrower, or of any of its Restricted Subsidiaries, represented by letters of credit for the account of the Borrower or such Restricted Subsidiary, as the case may be, (a) in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business, (b) in order to provide security for any trade, contractual or payment obligations of the Borrower or Restricted Subsidiary, or (c) issued or incurred for such subordination terms other purposes as are related to includethe ordinary course of business of the Borrower or such Restricted Subsidiary; provided, without limitationhowever, that the following:aggregate amount of outstanding Indebtedness permitted pursuant to the provisions of this clause (d) shall not exceed Twenty Million Dollars ($20,000,000); (vii) Purchase money indebtedness or obligations in connection with the acquisition of Containers, Chassis or other assets by Borrower or its Restricted Subsidiaries after the Effective Date; provided that (A) such indebtedness or obligations represents the Convertible Debt shall be unsecuredpurchase price (or financing of the purchase price within 180 days after the respective purchase) of such Container, Chassis or other asset, and (B) such indebtedness or obligations do not exceed 100% of the purchase price (including any fees or other expenses incurred in connection therewith) of the property being purchased at the time of the incurrence of such indebtedness or obligations; (Bviii) Indebtedness of Borrower shall make no payment or of a Subsidiary of the Borrower set forth on Schedule 7.18 of the Effective Date Officer’s Certificate; (whether ix) Refinancing Indebtedness; (x) Obligations in cashrespect of performance, in kindbid, securities surety and appeal bonds and completion guarantees or obligations of a similar nature provided by Borrower or any other propertySubsidiary in the ordinary course of business; (xi) or security for such payment, whether for principal, interest Indebtedness arising from the honoring by a bank or other amounts due financial institution of a check, draft or similar instrument inadvertently (any such payment, a “Distribution”except in the case of daylight overdrafts) with respect to drawn against insufficient funds in the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanordinary course of business, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, Indebtedness is extinguished within five (x5) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms Business Days of the Convertible Debt instrumentsincurrence thereof; (Cxii) [reserved]Indebtedness incurred in connection with a Permitted Securitization; (Dxiii) if an Event Endorsements for collection, deposit or negotiation and warranties of Default under Section 8.1(hproducts and services, in each case, incurred in the ordinary course of business; (xiv) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account Unsecured Indebtedness of the Convertible DebtBorrower issued in lieu of making a cash dividend; (xv) Indebtedness incurred by the Borrower or any Restricted Subsidiary of the Borrower in order to finance the acquisition by such Person of Containers, Chassis and/or other assets; and (Exvi) Lender shall be entitled to rely on Indebtedness incurred by the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented Borrower or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] any Restricted Subsidiary that is subordinated to Lender on terms secured by such Borrower’s or Restricted Subsidiary’s (as the case may be) interest in collateral consisting of Containers and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in Chassis and/or other assets provided that at the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth thereintime such liens are granted, Borrower shall notify Lender is in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request compliance with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedSection 6.2 hereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness of the Borrower shall notand its Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and shall extensions that do not permit increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof); (c) intercompany Indebtedness permitted under Section 8.02; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary toexisting or arising under any Swap Contract, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: provided that (i) Indebtedness such obligations are (or were) entered into by such Person in the ordinary course of Borrower in favor of Lenderbusiness and not for speculative purposes; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (iie) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, Indebtedness (including obligations in each case respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any of its Subsidiaries to finance the acquisition, repairconstruction, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction purchase of fixed or capital assets (other than the Collateral) of such person; providedassets, and renewals, refinancings and extensions thereof, provided that (Ai) the aggregate outstanding principal amount total of all such Indebtedness does for all such Persons taken together shall not exceed $[ * ] at any time and (B) the an aggregate principal amount of $5,000,000 at any one time outstanding; (ii) such Indebtedness does when incurred shall not exceed the lower cost or purchase price of the cost or fair market value asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured principal balance outstanding thereon at the time of such acquisition, repair, improvement or construction is made)refinancing; (ivf) Indebtedness convertible into equity securities of Borrower Convertible Senior Subordinated Debentures issued on August 20, 2003 in an aggregate principal amount of up to $130,000,000; (g) other unsecured Indebtedness in an aggregate principal amount not to exceed $[ * ] 5,000,000 at any one time outstanding; and (for purposes h) Guarantees (which Guarantees in respect of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt Senior Subordinated Debentures shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”similarly subordinated) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default Indebtedness permitted under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection clauses (a) above, in the event that Borrower wishes to request the consent through (g) of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedthis Section 8.03.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Borrower shall notIndebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) in the case of any such Indebtedness of the Borrower, no Subsidiary of the Borrower that is not a Subsidiary Guarantor shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with in respect to, any Indebtedness of such Indebtedness; (as hereinafter definedc), except for: (i) Indebtedness (other than Guarantees) (A) of the Borrower in favor to any of Lender; its wholly-owned Subsidiaries, (B) of any wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any wholly-owned Subsidiary of Discovery) to the Borrower or any other such Subsidiary, and (C) of any non-wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any non-wholly-owned Subsidiary of Discovery) to the Borrower or any wholly-owned Subsidiary of the Borrower; and (ii) Guarantees (A) of the Borrower in respect of Indebtedness existing on otherwise permitted hereunder of any wholly-owned Subsidiary of the date hereof Borrower (and, solely upon and set forth on Schedule A to this Agreement; after the consummation of the Combination Transactions, of any wholly-owned Subsidiary of Discovery), and (iiiB) of any Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any Subsidiary of Discovery) in respect of Indebtedness consisting otherwise permitted hereunder of capitalized lease the Borrower or any wholly-owned Subsidiary of the Borrower (and, solely upon and after the consummation of the Combination Transactions, of any non-wholly-owned Subsidiary of Discovery); (d) obligations and purchase money Indebtedness, in each case incurred by (contingent or otherwise) of the Borrower or any of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiary of Discovery) 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 the Borrower or any of its Subsidiaries, or changes in the value of securities issued by any 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 finance make payments on outstanding transactions to the acquisitiondefaulting party; (e) Indebtedness in respect of Capital Leases, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of Synthetic Lease Obligations and purchase money obligations for fixed or capital assets (other than within the Collateral) of such personlimitations set forth in Section 7.01(k); provided, however, that (A) the aggregate outstanding principal amount of all such Indebtedness outstanding on any date, together with, without duplication (A) all other then outstanding secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to this Section 7.03(e), (B) secured Indebtedness of the Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), (D) secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(f), and (E) other Indebtedness of Subsidiaries of the Borrower that are not Subsidiary 78 1006836498v2 Guarantors permitted pursuant to Section 7.03(g) , in aggregate, shall not exceed the Permitted Priority Amount on such date; (f) other secured Indebtedness of the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, Subsidiaries of Discovery); provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence giving Pro Forma Effect to such Indebtedness, and (ii) the Indebtedness incurred pursuant to this Section 7.03(f) on any date, together with, without duplication, all then outstanding (A) other secured Indebtedness of the Borrower and its Subsidiaries incurred pursuant to this Section 7.03(f), (B) secured Indebtedness of the Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(g), (D) Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(e), (E) [reserved] and (F) Indebtedness secured by Liens permitted pursuant to Section 7.01(l), in aggregate, does not exceed $[ * ] the Permitted Priority Amount on such date; (g) unsecured Indebtedness of the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, Subsidiaries of Discovery); provided that (i) at the time of the incurrence of such Indebtedness no Designated Default or other Event of Default shall then exist and no Event of Default would result from such incurrence after giving Pro Forma Effect to such Indebtedness and (ii) in the case of the incurrence of any time and such Indebtedness by a Subsidiary of the Borrower that is not a Subsidiary Guarantor on any date, such Indebtedness, together with, without duplication, all then outstanding (A) other Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors incurred pursuant to this Section 7.03(g), (B) secured Indebtedness of the principal Borrower and its Subsidiaries and unsecured Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors permitted pursuant to Section 7.03(b), (C) secured Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(f), (D) Indebtedness of the Borrower and its Subsidiaries permitted pursuant to Section 7.03(e), (E) [reserved] and (F) Indebtedness secured by ▇▇▇▇▇ permitted pursuant to Section 7.01(l), in aggregate, does not exceed the Permitted Priority Amount on such date; (h) Indebtedness of the Borrower or any of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiaries of Discovery) incurred in the ordinary course of business as an account party in respect of (i) letters of credit or (ii) any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (i) Indebtedness of Discovery and its Subsidiaries outstanding (or pursuant to commitments outstanding) as of the Closing Date so long as (except for Indebtedness incurred under Discovery’s revolving credit facility) such Indebtedness was not incurred in contemplation of the Combination Transactions and any refinancings, refundings, renewals or extensions thereof (which refinancing, refunding, renewal or extension may be incurred by the Borrower or any of its Subsidiaries); provided that the amount of such Indebtedness does is not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured increased at the time of such acquisitionrefinancing, repairrefunding, improvement renewal or construction is made); 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; (ivj) Indebtedness convertible into equity securities of the Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower and/or its Subsidiaries incurred pursuant to the conversion terms of Borrower Securities, the Convertible Debt instruments; Combination Bonds and/or Bridge Facility and any refinancings, refundings, renewals or extensions thereof; provided that (Ci) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail Indebtedness is not increased at the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt time of such written notice (refinancing, refunding, renewal or receipt of such documents extension except by an amount equal to a reasonable premium or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.79 1006836498v2

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated hereunder; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement7.01 and extensions, renewals and replacements of any such Indebtedness that do not materially increase the outstanding principal amount thereof; (iiic) Indebtedness consisting of capitalized lease obligations the Borrower to any Subsidiary and purchase money Indebtedness, in each case incurred by of any Subsidiary to the Borrower or any other Subsidiary, provided, that any loans and advances by the Borrower or a Guarantor to a non-Guarantor Subsidiary are made in compliance with section 7.04(c); (d) Guarantees by the Borrower of its Subsidiaries Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (other than e) shall not exceed $50,000,000 at any time outstanding; (f) Indebtedness of any Person that becomes a Subsidiary after the Collateral) of such persondate hereof; provided, provided that (Ai) 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) the aggregate outstanding principal amount of all such Indebtedness does permitted by this clause (f) shall not exceed $[ * ] 100,000,000 at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtoutstanding; and (Eg) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) other unsecured Indebtedness in an aggregate principal amount not to exceed exceeding $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED500,000,000 at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Borrower shall not, and shall [Reserved] (b) The Loan Parties will not permit any Non-Guarantor Subsidiary to, directly or indirectly to create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lenderowing to a Loan Party or a Wholly Owned Subsidiary; (ii) Indebtedness existing incurred to finance the acquisition, construction, repair, development or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the date hereof and acquisition thereof, in each case secured by Liens within the limits set forth on Schedule A in Section 6.02(a)(ii)(B), provided that such Indebtedness is incurred prior to this Agreementor within 180 days after such acquisition or the completion of such construction, repair, development or improvement; (iii) Indebtedness consisting of capitalized lease a Person existing at the time such Person becomes a Non-Guarantor Subsidiary on or after the MWE Acquisition Closing Date or is merged with or into a Non-Guarantor Subsidiary on or after the MWE Acquisition Closing Date and, in each case, not incurred in contemplation of such transaction; (iv) extensions, refinancings, renewals or replacements of the Indebtedness permitted by clause (ii) or (iii) above which, in the case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Indebtedness being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement; (v) other Indebtedness of Non-Guarantor Subsidiaries; provided that the sum, without duplication, of (A) the outstanding aggregate principal amount of all Indebtedness of Non-Guarantor Subsidiaries other than as permitted in clauses (i) through (iv) above, plus (B) the outstanding aggregate amount of Attributable Debt under all Sale and Leaseback Transactions of the Loan Parties and their Subsidiaries permitted under Section 6.02(b)(ii), plus (C) the outstanding aggregate principal amount of all Indebtedness (other than Indebtedness permitted by clauses (i) through (iv) of this Section 6.01(b)) or other obligations of the Loan Parties and purchase money Indebtednesstheir Subsidiaries secured by Liens permitted under Section 6.02(a)(ii)(B), Section 6.02(a)(ii)(E), Section 6.02(a)(ii)(G) and Section 6.02(a)(ii)(I), shall not exceed 15% of Consolidated Net Tangible Assets at the time of incurrence or assumption thereof; and (vi) Indebtedness of any Non-Guarantor Subsidiary as an account party in respect of trade letters of credit or in respect of bid, performance or surety bonds, workers’ compensation claims or self-insurance obligations, in each case incurred by Borrower or in the ordinary course of business, including reimbursement obligations of any Non-Guarantor Subsidiary incurred in the ordinary course of its Subsidiaries business with respect to finance the acquisitionletters of credit supporting such bid, repairperformance or surety bonds, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets workers’ compensation claims and self-insurance obligations (in each case other than the Collateral) guarantees of such personand obligations for money borrowed); provided, provided that (Ax) the aggregate outstanding principal amount of all such MWE Senior Notes Indebtedness does not exceed $[ * ] at any time and shall cease to constitute Indebtedness permitted by clause (Biii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] above from and after the date (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “DistributionDeemed Incurrence Date”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender ninety (90) days (or, if agreed by the Administrative Agent in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS120 days) after the MWE Acquisition Closing Date (and for the avoidance of doubt, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. shall not constitute Indebtedness permitted by clause (bii) With respect to subparagraphs (iii), (ivabove) and (v) for purposes of subsection (a) above, in determining compliance with this Section 6.01 any MWE Senior Note Indebtedness outstanding on the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above Deemed Incurrence Date shall be deemed to be approvedincurred on the Deemed Incurrence Date, and (y) the following Indebtedness shall not constitute Indebtedness permitted by clause (iii) above, and any such Indebtedness outstanding on the MWE Acquisition Closing Date shall be deemed to be incurred on the MWE Acquisition Closing Date for purposes of determining compliance with this Section 6.01: Indebtedness of MWE or any of its subsidiaries for borrowed money, debt securities or Guarantees thereof, issued or incurred during the period from and after July 11, 2015 through the MWE Acquisition Closing Date (or issued pursuant to options, warrants, calls or other rights to acquire any debt securities that were issued during such time period).

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated hereunder; (iib) unsecured Indebtedness of the Borrower so long as the incurrence or maintenance of such Indebtedness does not cause a Default or an Event of Default under any other provision of this Agreement; (c) Indebtedness existing on the date hereof and set forth on in Schedule A 6.01, and any extensions, refinancing (excluding refinancings of the Series B Notes issued pursuant the Note Purchase Agreement), renewals or replacements of any such Indebtedness; provided that such Indebtedness is not increased in connection therewith except for increases in an amount equal to this Agreementa reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; (iiid) purchase money Indebtedness (including Capital Lease Obligations) of the Restricted Subsidiaries representing the portion of the purchase price of any office equipment, data processing equipment (including, without limitation, computer and computer peripheral equipment), trucks, tractors, trailers and other transportation equipment which may be secured by Liens permitted under Section 6.02(d); provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness consisting of capitalized lease obligations the Borrower to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (f) Guarantees by the Borrower of its Subsidiaries to finance Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the acquisition, repair, improvement Borrower or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction any other Restricted Subsidiary; (g) unsecured Indebtedness of fixed or capital assets (other than the Collateral) of such personRestricted Subsidiaries; provided, provided that (Ai) as the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount incurrence or maintenance of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, cause a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(hany other provisions of this Agreement; and (ii) the aggregate principal amount of Indebtedness permitted by this clause (g) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before not exceed $50,000,000 at any Distribution shall be made on account time outstanding; (h) Indebtedness of Unrestricted Subsidiaries except to the extent such Indebtedness would also constitute Indebtedness of the Convertible Debt; andBorrower and/or any Restricted Subsidiary (i.e., such Indebtedness is non-recourse to Borrower and each of the Restricted Subsidiaries and their respective properties and assets) (Ei) Lender shall be entitled Indebtedness consisting of surety bonds that the Borrower or any Subsidiary is required to rely on obtain in order to comply with applicable Law or the subordination terms contained requirements of any Governmental Authority in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) ordinary course of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.business;

Indebtedness. The Parent Borrower will not, nor will the Parent Borrower permit any of its Restricted Subsidiaries to, create, incur or assume any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, except: (a) Borrower shall not, Indebtedness incurred under this Agreement and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness the other Loan Documents; (as hereinafter defined), except for: b) (i) the Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing outstanding on the date hereof Third Amendment Effective Date and set forth on Schedule A to this Agreement; 7.03 hereto, and any Permitted Refinancing Indebtedness in respect of any such Indebtedness and (iiiii) intercompany Indebtedness consisting outstanding on the Third Amendment Effective Date and any Permitted Refinancing Indebtedness in respect of capitalized lease obligations and purchase money any such Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, provided that (A) the aggregate outstanding principal amount of all such intercompany Indebtedness does of any Credit Party owed to any Restricted Subsidiary that is not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt a Credit Party shall be subordinated to the Obligations pursuant to an Intercompany Note; (c) (i) Indebtedness (including Finance Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within one hundred eighty (180) days after the applicable acquisition, construction, repair, replacement or improvement; provided that the aggregate amount of such Indebtedness incurred pursuant to this clause (c) and outstanding at any one time shall not exceed the greater of (x) $25,000,000 and (y) 5.00% of Consolidated Total Assets (measured as of the date such Indebtedness is incurred (and after giving Pro Forma Effect thereto)) and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(c) for purposes of the cap set forth herein (other than any Permitted Refinancing Indebtedness incurred in respect of Indebtedness listed on Schedule 7.03)); (d) any Indebtedness issued or loaned by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower (i) to any Credit Party; provided that such Indebtedness is Subordinated Indebtedness, (ii) to any Restricted Subsidiary that is not a Credit Party to the extent otherwise permitted by Section 7.04 or (iii) to the extent the amount of any such loan or guarantee would have been permitted to be made as a Restricted Payment under Section 7.05; provided, further, that all such Indebtedness shall be evidenced by the Intercompany Note; (e) Indebtedness of the Parent Borrower and its Restricted Subsidiaries under Hedge Agreements; provided such Hedge Agreements have not been entered into for speculative purposes and are (or were) entered into by such Person in the ordinary course of business; (f) Indebtedness constituting Guaranty Obligations permitted by Section 7.04; provided that if the Guaranty Obligations are in respect of Subordinated Indebtedness, such Guaranty Obligations shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such underlying Indebtedness; (g) Indebtedness of Restricted Subsidiaries assumed in connection with a Permitted Acquisition or other Investment permitted by this Agreement and conditions acceptable any Permitted Refinancing Indebtedness incurred, issued or otherwise obtained to Lender, with Refinance (in whole or in part) such subordination terms Indebtedness in an unlimited amount so long as after giving Pro Forma Effect to include, without limitation, the followingassumption of such Indebtedness the Total Net Leverage Ratio is either (i) not greater than 5.00 to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence or (ii) not greater than the Total Net Leverage Ratio immediately prior to the assumption of such Indebtedness as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence; provided that: (A) the Convertible Debt shall be unsecuredimmediately after giving effect to such Indebtedness, no Specified Event of Default exists or is continuing or would result therefrom; (B) Borrower such Indebtedness is and remains solely the obligation of the Person and/or such Person’s subsidiaries that are acquired and such Indebtedness was not incurred in anticipation of such Permitted Acquisition or such Investment; and (C) the aggregate principal amount of Indebtedness at any time outstanding under this clause (g) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, together with Indebtedness which is then outstanding pursuant to Section 7.03(q) and Section 7.03(x) in respect of which the primary obligor is a Restricted Subsidiary that is not a Credit Party, shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to not exceed the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event greater of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt $20,000,000 and (y) payment in equity securities 4.00% of Borrower pursuant to the conversion terms Consolidated Total Assets (measured as of the Convertible Debt instrumentsdate such Indebtedness is incurred (and after giving Pro Forma Effect thereto)); (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) Subject to the last sentence of this Section 6.01, the Borrower shall will not, and shall not nor will it permit any of the Subsidiary Guarantors to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (a) Indebtedness created hereunder; (b) Secured Longer-Term Indebtedness and Unsecured Longer-Term Indebtedness so long as (i) no Default exists at the time of the incurrence thereof, (ii) the aggregate amount of such Secured Longer-Term Indebtedness and 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 Secured Longer-Term Indebtedness, the Covered Debt Amount does not or would not exceed the Borrowing Base then in effect; (c) Other Permitted Indebtedness; (d) Guarantees of Indebtedness otherwise permitted hereunder or any other Loan Document; (e) Indebtedness of Borrower in favor any Obligor owing to any other Obligor or, if such Indebtedness is subject to subordination terms and conditions that are satisfactory to the Administrative Agent, any other Subsidiary of Lenderthe Borrower; (iif) Indebtedness existing on repurchase obligations arising in the date hereof and set forth on Schedule A ordinary course of business with respect to this AgreementU.S. Government Securities; (iiig) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business; (h) Secured Shorter-Term Indebtedness consisting and Unsecured Shorter-Term Indebtedness so long as (i) no Default exists at the time of capitalized lease obligations and purchase money Indebtednessthe incurrence thereof, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (Aii) the aggregate outstanding principal amount (determined at the time of all the incurrence of such Indebtedness does not exceed $[ * ] at any time and (BIndebtedness) the principal amount of such Indebtedness does not exceed the lower greater of (A) $20,000,000 and (B) 5% of Shareholders’ Equity, (iii) the cost or fair market value of the property so acquired or built or aggregate amount of such repairs Indebtedness, taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Sections 6.07(b), and (iv) prior to and immediately after giving effect to the incurrence of any such Indebtedness, the Covered Debt Amount does not or improvements financed with such Indebtedness (each measured at would not exceed the time of such acquisition, repair, improvement or construction is made)Borrowing Base then in effect; (ivi) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (j) Permitted SBIC Guarantees; and (k) other Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or 2,000,000 at any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretiontime. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.90 Revolving Credit Agreement

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary to, directly or indirectly create, incurincur or suffer to exist any Indebtedness, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lender;The Loans. (ii) Indebtedness existing on the date hereof and set forth on described in Schedule A to this Agreement;"2" hereto. (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower to any Wholly-Owned Subsidiary or of any Wholly-Owned Subsidiary to the Borrower or any other Wholly- Owned Subsidiary, subject to the provisions of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);Section 6.20. (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Contingent Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following:permitted under Section 6.18. (Av) Indebtedness of the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) Subsidiary arising with respect to the Convertible Debt until deferred payment of all or any portion of the purchase price of any Permitted Acquisition, whether evidenced by a promissory note, non-competition agreement, retention agreement or otherwise. (vi) Additional Indebtedness which, when added to the Indebtedness referred to in Section 6.12(ii), shall not exceed, in the aggregate for the Borrower and its Subsidiaries, $5,000,000 at any one time outstanding, provided that neither the Borrower nor any Subsidiary shall create or incur any such additional Indebtedness if a Default or Unmatured Default exists or will exist after giving effect thereto. (vii) Indebtedness of the Borrower not in excess of $500,000 at any one time as outstanding created pursuant to the Obligations shall have been paid ETS Agreement. (viii) Subordinated Indebtedness of the Borrower. (ix) Indebtedness assumed in full in cash and this Agreement shall have been irrevocably terminated other than, connection with any Permitted Acquisition so long as no Default or Event of Default shall have occurred and such Indebtedness is to be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid repaid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of concurrently with the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing consummation of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedPermitted Acquisition.

Indebtedness. (a) Borrower shall The Borrowers will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Secured Obligations; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness that does not increase the outstanding principal amount thereof; (iiic) Indebtedness of the Company owed to any Subsidiary and of any Subsidiary owed to the Company or any other Subsidiary; provided, that Indebtedness of any Subsidiary that is not a Subsidiary Guarantor or a Domestic Borrower owed to any Loan Party shall be subject to the limitations and entitled to the exceptions from the covenant set forth in Section 6.04 (and, for the avoidance of doubt, shall be permitted under this Section 6.01(c) if permitted under any clause of Section 6.04); (d) Guarantees by the Company of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Company or any other Subsidiary; (e) Indebtedness 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; 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 and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed, at any time outstanding, the greater of (A) $20,000,000 and (B) seven and one-half percent (7.5%) of the Consolidated Tangible Assets of the Company and the Subsidiaries as set forth on the Company’s most recent Financial Statements (as the amount of such Consolidated Tangible Assets may be increased to reflect tangible assets acquired since the date of such Financial Statements in connection with any Permitted Acquisitions); (f) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit; (g) Indebtedness under Swap Agreements permitted under Section 6.05; (h) Indebtedness in respect of the Senior Secured Notes; provided, that the Administrative Agent has received the estoppel or similar letter referenced in Section 5.08; and provided further, that the Senior Secured Notes shall be redeemed within sixty (60) days after the Effective Date pursuant to Section 5.08; (i) Indebtedness consisting of capitalized lease reimbursement or indemnification obligations and purchase money Indebtednessowed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, in each case incurred in the ordinary course of business; (j) Indebtedness consisting of reimbursement obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case incurred in the ordinary course of business; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business consistent with past practices; (l) Indebtedness arising from the honoring by Borrower a bank or any other financial institution of its Subsidiaries to finance the acquisitiona check, repairdraft or similar instrument inadvertently drawn against insufficient funds, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all so long as such Indebtedness does not exceed $[ * ] at remain outstanding for more than five (5) Business Days; and (m) other Indebtedness of the Company or any time Subsidiary (which shall include any Subsidiary acquired in connection with a Permitted Acquisition and (B) shall include any extensions, renewals and replacements of any such Indebtedness with Indebtedness that does not increase the outstanding principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured thereof); provided, that, at the time of such acquisition, repair, improvement the initial incurrence or construction is made); (iv) Indebtedness convertible into equity securities assumption of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such paymentIndebtedness and immediately after giving effect thereto, a “Distribution”(i) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have has occurred and be is continuing or would occur after giving effect to result therefrom, and (ii) the Company shall be in pro forma compliance with the Consolidated Total Net Leverage Ratio covenant set forth in Section 6.09(b) (with Consolidated Total Funded Debt, consolidated cash and consolidated Cash Equivalent Investments measured as of such Distributiontime and Consolidated EBITDA measured for the Reference Period then most recently ended for which the Company has delivered Financial Statements); provided further, that (x) regularly scheduled payments the aggregate principal amount of interest on Indebtedness of any Subsidiary (which shall include any Subsidiary acquired in connection with a Permitted Acquisition and shall include any extensions, renewals and replacements of any such Indebtedness with Indebtedness that does not increase the Convertible Debt outstanding principal amount thereof) that is not a Domestic Borrower or a Subsidiary Guarantor incurred or assumed in reliance upon this clause (m) shall not, at any time, exceed $25,000,000 and (y) payment such Indebtedness incurred or assumed in equity securities reliance upon this clause (m) shall be unsecured unless otherwise permitted by Section 6.02(i). For the avoidance of Borrower pursuant to the conversion terms doubt, for purposes of the Convertible Debt instruments; foregoing subclause (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occurx), then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms calculation shall not be amended, restated, supplemented or include Indebtedness otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection permitted under clauses (a) through (l) above. For purposes of determining compliance with this Section 6.01, in the event that Borrower wishes to request an item of Indebtedness meets the consent criteria of Lender to exceed any more than one of the dollar amount limitations categories of permitted Indebtedness set forth thereinin clauses (a) through (m) above, Borrower shall notify Lender in writing then the Company will be permitted to classify such item of Indebtedness on the date of its incurrence or assumption, or later reclassify all or a portion of such requestitem of Indebtedness, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request any manner that complies with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedthis Section 6.01.

Indebtedness. (a) Such Borrower shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (a) (i) Indebtedness created under the Loan Documents (including with respect to Specified Refinancing Debt), (ii) Indebtedness of Borrower the Loan Parties evidenced by Refinancing Notes and any Permitted Refinancing Indebtedness in favor respect thereof and (iii) Indebtedness of Lenderthe Loan Parties evidenced by Refinancing Junior Loans and any Permitted Refinancing Indebtedness in respect thereof; (b) Indebtedness in respect of (i) the Pari Passu Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “Pari Passu Notes”), (ii) [reserved] and (iii) the NewExisting Senior Unsecured Notes (including, for the avoidance of doubt, Permitted Refinancing Indebtedness in respect thereof as included in the definition of “NewExisting Senior Unsecured Notes”); (c) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and amendments, modifications, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; CREDIT AGREEMENT, Page 114 (d) Indebtedness among the Parent Borrower and its Subsidiaries (including between or among Subsidiaries); provided that, (i) all such Indebtedness of any Loan Party owing to an Excluded Subsidiary must, subject to applicable law, regulations and orders of any Governmental Authority, be expressly subordinated to such Loan Party’s Obligations on Schedule A terms and conditions reasonably satisfactory to the Administrative Agent, it being understood that payments may be made thereon unless an Event of Default has occurred and is continuing and the Loans have been accelerated in accordance with Section 8.01 and (ii) any Indebtedness owing to the Parent Borrower or any Restricted Subsidiary by any Excluded Subsidiary shall be subject to compliance with Section 6.04; (e) Guarantees by the Parent Borrower of Indebtedness of any Subsidiary and by any Restricted Subsidiary of Indebtedness of the Parent Borrower or any other Subsidiary; provided that (i) Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04, (ii) Guarantees permitted under this clause (e) shall be subordinated to the Obligations of the applicable Restricted Subsidiary to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations and (iii) no NewExisting Senior Unsecured Notes, Pari Passu Notes, Refinancing Notes or any Refinancing Junior Loans shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party (or becomes a Loan Party substantially simultaneously therewith) that has Guaranteed the applicable Obligations or Foreign Obligations pursuant to a Guaranty Agreement; (i) Indebtedness of the Parent Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, repair or improvement of any assets (including rolling stock), including Capital Lease Obligations, mortgage financings, purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings), (ii) Indebtedness of the Parent Borrower or any Restricted Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition thereof, and (iii) any amendments, modifications, extensions, renewals and replacements of any such Indebtedness permitted by this clause (f) that do not increase the outstanding principal amount thereof except as otherwise permitted by this Section 6.01; provided that (A) in the case of clause (f)(i), such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair or improvement and (B) in the case of clauses (f)(i) and (f)(ii), on a Pro Forma Basis after giving effect to the incurrence of any such Indebtedness, the Parent Borrower is in compliance with the Financial Covenants and the Parent Borrower’s Secured Leverage Ratio does not exceed 4.00 to 1.00. (g) Indebtedness arising in connection with Swap Agreements permitted by Section 6.07; provided that Guarantees by any Loan Party of such Indebtedness of any Excluded Subsidiary shall be subject to compliance with Section 6.04; (i) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof and (ii) amendments, modifications, extensions, renewals and replacements thereof which do not increase the principal amount thereof except as otherwise permitted by this Section 6.01; provided that in the case of clause (h)(i) (A) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, and (B) on a Pro Forma Basis after giving effect to the incurrence of any such Indebtedness, the Total Leverage Ratio does not exceed 5.50 to 1.00 and the Secured Leverage Ratio does not exceed 4.00 to 1.00; (i) obligations in respect of workers compensation claims, health, disability or other employee benefits, unemployment insurance and other social security laws or regulations or property, casualty or liability insurance and premiums related thereto, self insurance obligations, customs, surety, stay, appeal and performance bonds, and performance and completion guarantees and similar obligations incurred by the Parent Borrower or any Restricted Subsidiary, in each case in the ordinary course of business; (j) to the extent constituting Indebtedness, contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to the real property of the Parent Borrower or any Restricted Subsidiary; (k) to the extent constituting Indebtedness, customary indemnification and purchase price adjustments or similar obligations (including earn-outs) incurred or assumed in connection with Investments and Dispositions otherwise permitted hereunder; (l) to the extent constituting Indebtedness, unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (m) to the extent constituting Indebtedness, deferred compensation payable to directors, officers, employees, members of management or consultants of the Parent Borrower and the Restricted Subsidiaries; (n) Indebtedness in respect of repurchase agreements constituting Permitted Investments; (o) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednesspromissory notes issued by the Parent Borrower or any Restricted Subsidiary to future, in each case incurred by present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the acquisitionpurchase or redemption of Equity Interests of the Parent Borrower permitted by Section 6.08; (p) cash management obligations and Indebtedness incurred by the Parent Borrower or any Restricted Subsidiary in respect of netting services, repairoverdraft protections, improvement commercial credit cards, stored value cards, purchasing cards and treasury management services, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate deposit network services, incentive, supplier finance or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTsimilar programs, MARKED BY BRACKETSSociety for Worldwide Interbank Financial Telecommunication transfers, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934cash pooling and operational foreign exchange management and similar arrangements, AS AMENDED. construction in each case entered into in the ordinary course of fixed business in connection with cash management, including among the Parent Borrower and its Subsidiaries, and deposit accounts; (i) Indebtedness consisting of the financing of insurance premiums and (ii) take-or-pay obligations constituting Indebtedness of the Parent Borrower or capital assets any Restricted Subsidiary, in each case, entered into in the ordinary course of business; (r) Indebtedness incurred by a Loanthe Parenty Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit (other than Letters of Credit issued pursuant to this Agreement), bank guarantees or similar instruments entered into in the Collateralordinary course of business and the obligations arising under drafts accepted and delivered in connection with a drawing thereunder; provided that (i) upon the drawing of any such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence and (ii) the aggregate outstanding face amount of all such letters of credit or bank guarantees does not exceed the greater of $20,000,000 and 0.5% of Consolidated Total Assets at any time; (s) obligations, contingent or otherwise, for the payment of money under any noncompete, consulting or similar agreement entered into with the seller of a Target or any other similar arrangements providing for the deferred payment of the purchase price for an acquisition permitted hereby; (t) Indebtedness of the type described in clause (e) of the definition thereof to the extent the related Lien is permitted under Section 6.02; (u) Indebtedness consisting of or relating to Receivables Facilities; (v) other Indebtedness of the Parent Borrower and its Restricted Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed the greater of $150,000,000 and 3.0% of Consolidated Total Assets at any time outstanding; (w) Indebtedness in the form of (i) Guarantees of Indebtedness of the Renewable Diesel Joint Venture; provided that on a Pro Forma Basis after giving effect to the incurrence of such personGuarantee, the Parent Borrower would have been in compliance with the covenant set forth in Section 7.02 as of the last day of the immediately preceding fiscal quarter and (ii) Guarantees of any obligation to make an Investment in the Renewable Diesel Joint Venture permitted to be made in accordance with Section 6.04; (i) additional Indebtedness to the extent that on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, the Parent Borrower is in compliance with the covenant set forth in Section 7.02 and (ii) Permitted Refinancing Indebtedness with respect to Indebtedness referred to in clause (i). (y) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate amount outstanding not to exceed the greater of $150,000,000 and 3.0% of Consolidated Total Assets in the aggregate provided such Indebtedness is either (i) unsecured (but which may be guaranteed by the Parent Borrower pursuant to Section 6.01(e))) or (ii) secured by only the Equity Interests in or assets of any Restricted Subsidiary that is not a Subsidiary Loan Party; (z) intercompany Indebtedness among the Parent Borrower and its Subsidiaries described in the PWC Steps Memo (or implied thereunder as necessary to implement the transactions described therein; (aa) any liability of the Group arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code, issued prior to the date of this Agreement or any joint and several liability (hoofdelijke aansprakelijkheid) under any fiscal unity (fiscale eenheid) for Dutch corporate income purposes provided that all members of the fiscal unity are members of the Group; provided(bb) (i) notes or loans (or commitments in respect thereof) that are unsecured, or secured by Liens on the Collateral ranking junior to or pari passu with the Liens securing the Credit Facilities outstanding on the FourthFifth Amendment Date pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent (any such Indebtedness, “Incremental Equivalent Debt”); provided that (A) the aggregate outstanding principal amount of all such Indebtedness does Incremental Equivalent Debt shall not exceed $[ * ] at any time and the amount permitted to be incurred under the Incremental Amount, (B) the principal amount incurrence of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness shall be subject to clauses (each measured at the time of such acquisitioni), repair(ii), improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), and solely in the “Convertible Debt”); providedcase of loans (or commitments in respect thereof) which rank pari passu in right of payment and with respect to security with the Term B Loans outstanding on the FourthFifth Amendment Date, that clause (vi) of Section 2.20(d) as if such Incremental Equivalent Debt constituted Incremental Term Loans, (C) the Convertible financial maintenance covenants (if any) applicable to such Incremental Equivalent Debt shall be subordinated not be, when taken as a whole, materially more favorable, to the Obligations holders of such Indebtedness than those applicable under this Agreement (except for such financial maintenance covenants applicable only to periods after the Latest Maturity Date or the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such financial maintenance covenant for the benefit of each Credit Facility (which such amendment may be effected by an amendment signed by the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment) and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing” financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder) and (D) solely with respect to Indebtedness in the form of loans which rank pari passu in right of payment, and secured by Liens on terms and conditions acceptable to Lender, the Collateral ranking pari passu with such subordination terms to include, without limitationthe Liens securing, the following: Term B Loans outstanding on the FourthFifth Amendment Date, all other terms with respect to such loans which are materially more restrictive (Ataken as a whole) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) than those with respect to the Convertible Debt until Loans under the existing applicable Class of Credit Facility shall be (x) permitted by clauses (A) through (C) of the preceding sentence, (y) applicable only after the Latest Maturity Date of the relevant Credit Facility outstanding on the FourthFifth Amendment Date (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such time amendment)), or (z) otherwise be reasonably satisfactory to the Administrative Agent; provided that documentation governing any such loan may include such materially more restrictive terms so long as the Obligations Administrative Agent shall have been paid in full in cash given prompt written notice thereof and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event is amended to include such term for the benefit of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms each Credit Facility of the Convertible Debt instruments; same Class (C) [reserved]; which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled Required Lenders hereby authorize the Administrative Agent to rely on the subordination terms contained in the Convertible Debt instruments, and enter into such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iiiamendment), (iv) and (vii) of subsection Permitted Refinancing Indebtedness with respect to the Indebtedness referred to in clause (abb)(i) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.;

Indebtedness. (a) The Borrower shall will not, and shall the Borrower will not permit any Subsidiary of the Restricted Subsidiaries to, directly or indirectly indirectly, contract, create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lenderincurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness existing outstanding on the date hereof Amendment No. 23 Effective Date and set forth listed on Schedule A 6.04(ii) (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 this Agreementbe extended, renewed or refinanced does not increase from that amount outstanding (or, in the case of a revolving line of credit or a line of credit with unutilized amounts thereunder, the amount committed or otherwise available on the Amendment No. 23 Effective Date (as reduced by any permanent commitment reductions thereunder)) at the time of any such extension, renewal or refinancing, and neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (iii) Indebtedness consisting of capitalized lease obligations the Borrower and purchase money Indebtednessthe Restricted Subsidiaries under Interest Rate Protection Agreements or Other Hedging Agreements, so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes (as determined in each case incurred good faith by the board of directors of the Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower senior management of the cost Borrower or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is madeRestricted Subsidiary); (iv) Indebtedness convertible into equity securities of the Borrower and the Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness secured by Liens of the type described in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (ivSection 6.01(vii), the “Convertible Debt”); providedand, in each case, any subsequent extension, renewal or refinancing thereof, provided that the Convertible Debt aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding, provided that in no event shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments the sum of interest on the Convertible Debt aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause not to exceed, at any time, the greater of (x) $50,000,000 and (y) payment in equity securities 5% of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsConsolidated Tangible Net Worth as at such time; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. The Borrower will not, and will not cause or permit any of the Subsidiaries to, incur, create, issue, assume, guarantee or permit to exist any Indebtedness or Disqualified Stock, except: (a) Borrower shall notIndebtedness or Disqualified Stock existing on the Effective Date that is set forth in Schedule 6.01 (but not any extension, renewal, increase or refinancing thereof, other than the refinancing of Indebtedness permitted under Section 6.01(d) if such refinancing is within the terms and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter definedlimits of Section 6.01(d), except for: (i) Indebtedness of Borrower in favor of Lender); (iib) Indebtedness created and evidenced by the Loan Documents; (c) Intercompany Indebtedness existing on the date hereof and Effective Date that is set forth on Schedule A 6.01, or arising thereafter; provided, that in the case of Intercompany Indebtedness existing on the Effective Date, all such Indebtedness is listed on Schedule 6.01; provided further, that, the aggregate Intercompany Indebtedness of Foreign Subsidiaries to this Agreementthe Borrower or any Domestic Subsidiary shall not exceed $60,000,000 at any time; (iiid) Indebtedness consisting for borrowed money of capitalized lease obligations and purchase money Indebtedness, in each case incurred Foreign Subsidiaries to unrelated third parties (including guarantees with respect thereto by the Borrower or any of its Subsidiaries to finance other Subsidiaries, so long as such guarantees are unsecured; provided, that such guarantees may be secured by Liens on the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the CollateralCapital Stock) of such personthe applicable Foreign Subsidiary)) that does not exceed $40,000,000 in an aggregate amount outstanding at any time; (e) Indebtedness of the Borrower or any Wholly Owned Subsidiary that is a Domestic Subsidiary to Foreign Subsidiaries; provided, that such Indebtedness is unsecured and is created and outstanding under an agreement or instrument pursuant to which such Indebtedness is subordinated to the Obligations secured under the Collateral Documents at least to the extent provided in the instrument attached hereto as Exhibit I; (Af) Indebtedness owed to any person providing worker’s compensation, health, disability or other employee benefits, property, casualty or liability insurance to the aggregate outstanding principal Borrower or any Subsidiary, so long as such Indebtedness shall not be in excess of the amount of all the unpaid cost or estimated or negotiated amounts of, and shall be incurred only to defer the cost or estimated or negotiated amounts of, such insurance for the applicable insurance period for which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such period; (g) Indebtedness (including Capital Lease Obligations and Purchase Money Indebtedness) issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable arising in the ordinary course of business and paid in accordance with customary trade terms) so long as such Indebtedness does not exceed $[ * ] at any time and (B) 100% of the principal amount of such Indebtedness does not exceed the lower lesser of the cost or fair market value of the property so acquired such properties or built or of such repairs or improvements financed with such services; (h) Interest Rate Protection Agreements; (i) Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is madefor advances permitted by Section 6.04(d); (ivj) Indebtedness convertible into equity securities of Borrower issued to a seller or assumed in connection with a Permitted Acquisition pursuant to Section 6.04(g) in an aggregate amount outstanding principal Dollar Amount that at no time exceeds $60,000,000; provided, that any such Indebtedness is not secured by a Lien on any assets other than assets acquired in any such Permitted Acquisition, and any Indebtedness issued or assumed pursuant to exceed $[ * ] this Section 6.01(j) may not be refinanced in any manner except with Revolving Loans; (k) Indebtedness from one Wholly Owned Foreign Subsidiary to another Wholly Owned Foreign Subsidiary; provided, that, such Indebtedness (i) is incurred in good faith, in the ordinary course of business, and for purposes a legitimate company purpose, (ii) is unsecured and (iii) is, by its terms, not assignable, transferable, sellable, or otherwise pledgeable to any third party; (l) Indebtedness of this subparagraph Foreign Subsidiaries pursuant to foreign currency hedge contracts entered into in the ordinary course of business; (iv), m) Indebtedness created pursuant to the “Convertible Debt”)Senior Note Purchase Agreement and evidenced by the Senior Notes; (n) Indebtedness of the Borrower or any of its Subsidiaries incurred in connection with the issuance of Bank Guarantees; provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with aggregate principal Dollar Amount of such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or Bank Guarantees does not exceed $30,000,000 at any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtone time; and (Eo) Lender shall be entitled Indebtedness of Foreign Subsidiaries (other than Wholly Owned Foreign Subsidiaries) to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness Wholly Owned Foreign Subsidiaries in an aggregate amount not to exceed outstanding principal Dollar Amount that at no time exceeds $[ * ] that 5,000,000; provided, that, such Indebtedness (i) is subordinated to Lender on terms and conditions acceptable to Lender incurred in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) abovegood faith, in the event that Borrower wishes ordinary course of business, and for a legitimate company purpose, (ii) is unsecured and (iii) is, by its terms, not assignable, transferable, sellable, or otherwise pledgeable to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedthird party.

Indebtedness. The Borrower will not and will not permit any Covered Subsidiary to incur, create or suffer to exist any Indebtedness except: (a) Borrower shall notIndebtedness created hereunder, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit including Indebtedness pursuant to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Incremental Facility Agreements; (b) Indebtedness (as hereinafter defined), except for: (i) Indebtedness of the Borrower in favor of Lender; to any Covered Subsidiary and (ii) of any Covered Subsidiary to the Borrower or any other Covered Subsidiary; provided that (A) such Indebtedness existing on shall not have been transferred to any Person other than the date hereof Borrower or any other Covered Subsidiary and set forth on Schedule A (B) any such Indebtedness owing by the Borrower shall be unsecured and subordinated in writing in right of payment to this the Obligations pursuant to an Affiliate Subordination Agreement; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any Covered Subsidiary existing on the Assignment and Amendment Effective Date and described on Schedule 6.01 and extensions, renewals and replacements of its Subsidiaries any such Indebtedness that do not increase the outstanding principal amount thereof; (d) Indebtedness of the Borrower or any Covered Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction 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 extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (other than i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the Collateral) completion of such person; provided, that construction or improvement and (Aii) the aggregate outstanding principal amount of all such Indebtedness does permitted by this clause (d) shall not exceed $[ * ] 15,000,000 at any time and outstanding; (Be) Indebtedness of any Person that becomes a Covered Subsidiary after the principal amount of date hereof; provided that (i) such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured exists at the time such Person becomes a Covered Subsidiary and is not created in contemplation of or in connection with such Person becoming a Covered Subsidiary, (ii) such Indebtedness has recourse solely to the assets of such acquisitionPerson and not to any other assets of the Borrower or any other Covered Subsidiary, repair, improvement (iii) such Indebtedness is not Guaranteed by the Borrower or construction any other Covered Subsidiary and (iv) such Indebtedness shall be refinanced or replaced no later than 90 days after the date on which such Person becomes a Covered Subsidiary with unsecured Indebtedness of the Borrower that is made)not Guaranteed by any Covered Subsidiary; (ivf) unsecured Indebtedness convertible into of the Borrower and its Covered Subsidiaries representing deferred compensation to employees of the Borrower and its Covered Subsidiaries or long-term liability accruals in respect of previously recognized compensation expense attributable to equity securities of Borrower in an aggregate amount not and profit sharing awards to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredemployees; (Bg) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsNon-Recourse Seed Indebtedness; (Ch) [reservedReserved]; (Di) if other Indebtedness of Covered Subsidiaries in an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before aggregate principal amount not exceeding $5,000,000 at any Distribution shall be made on account of the Convertible Debttime outstanding; and (Ej) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) other unsecured Indebtedness in an aggregate amount not to exceed $[ * ] of the Borrower that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDnot Guaranteed by any Covered Subsidiary. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly create, incur, assume, permit assume or suffer to exist, guarantee exist or otherwise become or remain directly be liable in respect of any Indebtedness, other than, without duplication, the following: (a) Indebtedness in respect of the Credit Extensions and other Obligations; (b) until the date of the initial Credit Extension, Indebtedness identified in Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule; (c) Indebtedness existing as of the Effective Date which is identified in Item 7.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule, and any refinancing or indirectly liable with replacement thereof, but only in amounts not in excess of the outstanding amounts on the date of such refinancing (which shall not exceed the committed amount on the Effective Date); (d) Indebtedness incurred by the Borrower or any of its Subsidiaries (i) in respect toof Capitalized Lease Liabilities and purchase money financing (but only to the extent otherwise permitted by Section 7.2.7); provided, that the maximum aggregate outstanding principal amount of all Indebtedness permitted under this clause (d)(i) shall not at any time exceed $15,000,000 and (ii) from time to time for general corporate purposes; provided, that the maximum aggregate outstanding principal amount of all Indebtedness permitted under this clause (as hereinafter defined)d)(ii) shall not at any time exceed $5,000,000; (e) Hedging Obligations of the Borrower or any of its Subsidiaries; (f) intercompany Indebtedness of any Subsidiary of the Borrower owing to the Borrower or any other Subsidiary of the Borrower, except for:which Indebtedness (i) shall be evidenced by one or more promissory notes which have been duly executed and delivered to (and endorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement; and (g) unsecured intercompany Indebtedness of the Borrower owing to a Subsidiary of the Borrower that has previously executed and delivered to the Administrative Agent the Intercompany Subordination Agreement, which shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent that have been duly executed and delivered to (and endorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement; (h) the unsecured Subordinated Notes of the Borrower owing to the Subordinated Noteholders in an aggregate outstanding principal amount not to exceed $110,000,000 (plus the amount attributable to additional notes issued thereunder in respect of interest) evidenced by the Subordinated Notes; (i) Indebtedness of Borrower in favor of LenderSubsidiary Guarantors pursuant to the Subordinated Guaranty; (iij) Senior Subordinated High Yield Notes provided that the Excess High Yield Net Debt Proceeds, if any, are used as provided in clause (d) of Section 3.1.1. (k) Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, a Person not in each case incurred by Borrower or any excess of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate $5,000,000 outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time such Person becomes a Subsidiary so long such Indebtedness was not incurred in anticipation of such acquisition, repair, improvement or construction is made);Person becoming a Subsidiary; and (ivl) guarantees by the Borrower of Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] Subsidiaries so long as (for purposes of this subparagraph i) such Indebtedness is otherwise permitted hereunder and (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be ii) such guarantee is subordinated to the Obligations on terms in the same manner and conditions acceptable to Lenderthe same extent as such Indebtedness is subordinated; provided, with such subordination terms to includehowever, without limitation, the following: that no Indebtedness otherwise permitted by clause (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other propertyd) or security for (f) (as such paymentclause relates to Loans made by the Borrower to its Subsidiaries) may be incurred if, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect after giving effect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanincurrence thereof, so long as no Default or Event of any Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDcontinuing. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Obligations; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A 6.01 and refinancings, refundings, extensions, renewals and replacements of any such Indebtedness does not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to this Agreementsuch Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement); (iiic) Indebtedness consisting of capitalized lease obligations the Borrower to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (it being understood, for the avoidance of its Subsidiaries doubt, that the extension of any loan or advance to any Foreign Restricted Subsidiary shall be subject to the restrictions set forth in Section 6.04(d)); (d) Guaranties by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary (it being understood, for the avoidance of doubt, that any such Guaranties of Indebtedness of a Foreign Restricted Subsidiary shall be subject to the restrictions set forth in Section 6.04(d)). (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, repairconstruction, or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction 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 refinancings, refundings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement); (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) Indebtedness incurred or assumed in connection with an acquisition of property permitted hereunder, provided that such Indebtedness exists at the time such acquisition is consummated and is not created in contemplation of or in connection with such acquisition, and in each case, refinancings, refundings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement); (g) Guaranties by the Borrower or any Restricted Subsidiary of Indebtedness or other than obligations of any Unrestricted Subsidiary to the Collateralextent permitted by Sections 6.04(k) and 6.06; (h) Indebtedness of such personthe Borrower or any Subsidiary incurred pursuant to Permitted Receivables Facilities; providedprovided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $75,000,000 at any time outstanding; (i) Indebtedness arising in connection with Swap Agreements permitted by Section 6.05; (j) Indebtedness for borrowed money owed by Restricted Subsidiaries, that provided that: (Ai) the aggregate outstanding principal amount of all such the Indebtedness for borrowed money owed by the Restricted Subsidiaries on a consolidated basis (including that permitted under other clauses of this Section 6.01, but excluding the Indebtedness permitted under clauses (a), (h), (p)(i) and (p)(ii) of this Section 6.01) does not exceed $[ * ] at any time and (B) the principal an amount of such Indebtedness does not exceed the lower equal to 15% of the cost or fair market value Consolidated Tangible Net Worth of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Borrower; (ivk) Indebtedness convertible into equity securities incurred in the ordinary course of business with respect to surety bonds, appeal bonds, bid bonds, performance bonds, return-of-money bonds, performance guarantees and other similar obligations; (l) Indebtedness constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on Borrower’s or a Restricted Subsidiaries’ behalf in accordance with the policies issued to Borrower and the Restricted Subsidiaries; (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of the financing of insurance premiums incurred in the ordinary course of business; (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) Indebtedness arising from agreements of the Borrower or any of its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with an aggregate amount not acquisition of property or disposition of property permitted pursuant to exceed $[ * ] Section 6.03; and (for purposes of this subparagraph (iv)p) The following Indebtedness and any refinancings, the “Convertible Debt”); providedrefunding, that the Convertible Debt shall be subordinated renewals or extensions thereof, in addition to the Obligations other Indebtedness permitted by this Section, as long as on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: date of the incurrence of any of the Indebtedness described below in this clause: (A) the Convertible Debt shall be unsecured; no Default exists or would result therefrom; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to clause (iii) below only, the Convertible Debt until such time as limitations on Restricted Subsidiary Indebtedness under clause (j) of this Section 6.01 are not exceeded; and (C) the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanBorrower is and, so long as no Default or Event of Default shall have occurred and be continuing or would occur on a pro forma basis after giving effect to such DistributionIndebtedness, will be, in compliance with the financial covenants set forth in Sections 6.11 of this Agreement: (xi) regularly scheduled payments Indebtedness of interest on a Restricted Subsidiary who is a general partner of a Joint Venture arising for Indebtedness incurred by the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms Joint Venture as a result of the Convertible Debt instrumentsfact that the Restricted Subsidiary is the general partner of the Joint Venture; (Cii) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full Indebtedness incurred by the Borrower and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtguaranty thereof by the Subsidiary Guarantors; and (Eiii) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event an Unrestricted Subsidiary that Borrower wishes is designated as such on the Effective Date is subsequently designated as a Restricted Subsidiary pursuant to request the consent terms hereof, the Indebtedness of Lender to exceed any such Unrestricted Subsidiary outstanding as of the dollar amount limitations set forth thereinEffective Date and any refinancings, Borrower shall notify Lender in writing refundings, extensions, renewals or replacements of such request, setting forth in detail Indebtedness with Indebtedness of a similar type that does not increase the reasons therefor outstanding principal amount thereof (except by the amount of any accrued interest and shall provide such documents and other information as Lender may reasonably request premiums with respect theretoto such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement). Lender The accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest in the form of additional Indebtedness shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall not be deemed to be approvedan incurrence of Indebtedness for purposes of this Section 6.01.

Indebtedness. (a) Borrower shall not, and shall not permit None of the Obligors or any Restricted Subsidiary to, directly or indirectly will create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness created hereunder or under any of Borrower in favor of Lenderthe Loan Documents; (iib) Existing Indebtedness existing on and any Indebtedness incurred in connection with the date hereof and set forth on Schedule A to this Agreement; refinancing thereof, so long as (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (Bi) the principal amount of such Indebtedness does not exceed increase, (ii) such Indebtedness does not have a maturity date shorter than six (6) months following the lower Termination Date and (iii) such Indebtedness has covenants, taken as a whole, that are no more restrictive than the terms of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Loan Documents in any material respects; (ivc) Indebtedness convertible into equity securities incurred to finance the acquisition, construction or improvement of Borrower any assets, including Capital Lease Obligations, and any Indebtedness assumed in an connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any of such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness outstanding under this clause (c) shall not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured50,000,000 at any time; (Bd) Borrower Indebtedness (i) owed by an Obligor to any other Obligor, (ii) owed by a Restricted Subsidiary that is not an Obligor to any other Restricted Subsidiary that is not an Obligor, (iii) owed by an Obligor to any Restricted Subsidiary that is not an Obligor or (iv) owed by a Restricted Subsidiary that is not an Obligor to any Obligor; provided that the aggregate amount of Indebtedness outstanding pursuant to this clause (iv) shall make no payment not exceed $75,000,000, at any time, when combined with amounts outstanding under Section 6.05(e), without duplication; (whether e) Indebtedness of any Restricted Subsidiary in cashexistence on the date on which such Restricted Subsidiary is acquired directly or indirectly by the Parent (but not incurred or created in connection with such acquisition); provided (i) neither the Parent nor any other Restricted Subsidiary has any obligation with respect to such Indebtedness, in kind, securities (ii) none of the properties of the Parent or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) Restricted Subsidiary is bound with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt Indebtedness and (yiii) payment in equity securities the aggregate principal amount of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsall Indebtedness outstanding under this clause (e) shall not exceed $10,000,000 at any time; (Cf) [reserved]Indebtedness in respect of endorsements of negotiable instruments for collection in the ordinary course of business; (Dg) if an Event Indebtedness associated with accounts payable incurred in the ordinary course of Default under Section 8.1(hbusiness that are not more than ninety (90) shall occur, then all Obligations shall be paid days past due or which are being actively contested by the Parent or the applicable Restricted Subsidiary in full good faith and satisfied by appropriate action and for which adequate reserves have been maintained in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; andaccordance with GAAP; (Eh) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, Indebtedness constituting Investments permitted by clauses (f) and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and(h) of Section 6.05; (vi) unsecured Indebtedness incurred pursuant to Swap Agreements permitted by Section 6.06; (j) other Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.50,000,000 outstanding at any time; (bk) With respect to subparagraphs guarantees of Indebtedness permitted by clauses (iiic), (ivi) and (vj) of subsection this Section; and (al) aboveother unsecured Indebtedness so long as the Total Net Leverage Ratio at the time of incurrence of such Indebtedness, and after giving pro forma effect thereto, is less than 3.5 to 1.0; provided, the proceeds of any such newly incurred Indebtedness shall not be included in the event that Borrower wishes to request the consent of Lender to exceed any calculation of the dollar amount limitations set forth therein, Borrower Total Net Leverage Ratio for purposes of determining pro forma compliance with such ratio (it being understood that this proviso shall notify Lender in writing of not exclude Unencumbered Balance Sheet Cash that is not attributable to such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvednewly incurred Indebtedness).

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary other Obligor to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lendercreated hereunder or under any other Loan Document; (iib) Permitted Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Special Longer Term Unsecured Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] that, in each case, taken together with Indebtedness permitted under clauses (for purposes a), (g) and (i) of this subparagraph Section 6.01, (iv)1) does not exceed, at the time it is incurred, the “Convertible Debt”); providedamount required to comply with the provisions of Section 6.07(b) and (2) will not result in the Covered Debt Amount, that at the Convertible Debt shall be subordinated to time it is incurred, exceeding the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanBorrowing Base, so long as no Default or Event of Default shall have occurred and or be continuing or would occur after giving effect to the incurrence of such DistributionPermitted Indebtedness or Special Longer Term Unsecured Indebtedness; provided that for purposes of compliance with clause (2) hereof, (x) regularly scheduled payments only the portion of interest on Special Longer Term Unsecured Indebtedness consisting of Excess Special Longer Term Unsecured Indebtedness shall be included in the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms calculation of the Convertible Covered Debt instrumentsAmount in accordance with the definition thereof. (c) Other Permitted Indebtedness; (Cd) [reserved]Indebtedness of the Borrower to or from any other Obligor or Indebtedness of an Obligor to or from another Obligor; (De) if an Event repurchase obligations arising in the ordinary course of Default under Section 8.1(hbusiness with respect to U.S. Government Securities; (f) shall occurobligations payable to clearing agencies, then all Obligations shall be paid brokers or dealers in full and satisfied connection with the purchase or sale of securities in cash and this Agreement irrevocably terminated before the ordinary course of business; (g) other Indebtedness (including the amortizing portion of any Distribution shall be made on account Other Secured Indebtedness or Unsecured Indebtedness in excess of 1% per annum described in the respective clause (i) of the Convertible Debt; and (Edefinitions thereof) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms exceeding the Additional Debt Amount at any one time outstanding and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTthat, MARKED BY BRACKETStaken together with Indebtedness permitted under clauses (a), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With and (i) of this Section 6.01 (1) does not exceed, at the time it is incurred, the amount required to comply with the provisions of Section 6.07(b) and (2) will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such other Indebtedness; (h) obligations (including Guarantees) in respect to subparagraphs of Standard Securitization Undertakings; (iiii) at any time, Shorter Term Unsecured Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any one time outstanding that, taken together with Indebtedness permitted under clauses (a), (ivb) and (vg) of subsection this Section 6.01 (a1) abovedoes not exceed, at the time it is incurred, the amount required to comply with the provisions of Section 6.07(b), and (2) will not result in the Covered Debt Amount, at the time it is incurred, exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred or be continuing after giving effect to the incurrence of such Shorter Term Unsecured Indebtedness; (j) obligations of any Obligor under a Permitted SBIC Guarantee, any SBIC Equity Commitment and analogous commitments by such Obligor with respect to any of its SBIC Subsidiaries; (k) obligations arising with respect to Hedging Agreements, Credit Default Swaps and total return swaps entered into pursuant to Section 6.04(c) or (i); and (l) Indebtedness created under any Subscription Facility in an aggregate principal amount not exceeding the undrawn Capital Commitments (or similar defined term used for the purposes contemplated herein, in each case, as defined in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval Third Amended and Restated Agreement and Declaration of Trust, dated as of August 13, 2019, as amended, restated, amended and restated, supplemented, renewed or disapproval otherwise modified from Lender shall be in writing. Any request by Borrower that Lender has failed time to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedtime) of its investors.

Indebtedness. Neither Holdings nor the Borrower will (nor will they permit any of the Restricted Subsidiaries to) incur, create, assume or permit to exist any Indebtedness, except: (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lender; created hereunder and under the other Loan Documents, (iiii)(A) Indebtedness existing of a Loan Party under the Spinco Credit Agreement in an aggregate principal amount, when taken together with the aggregate principal amount of any Permitted Refinancings thereof outstanding, not to exceed the sum of (w) $1,841,450,000 plus (x) the aggregate principal amount of any “Incremental Term Commitments” (as defined in the Spinco Credit Agreement) established after the Closing Date under and in accordance with Section 2.23 of the Spinco Credit Agreement as in effect on the date hereof Closing Date (or any comparable successor provision in the case of a refinancing or other replacement thereof so long as such provision does not permit a greater amount of Indebtedness to be incurred and set forth such provision is otherwise not disadvantageous to the Lenders in any material respect as compared to the predecessor provision included in the Spinco Credit Agreement (any such provision, a “Comparable Successor Provision”)) plus (y) the “Incremental Facility Amount” (as defined in the Spinco Credit Agreement as in effect on Schedule A the Closing Date (or any Comparable Successor Provision)) at such time (for the avoidance of doubt, without duplication of clause (x) above) plus (z) the amount of all accrued and unpaid interest and premiums on, and commissions, fees and expenses incurred in connection with, any Permitted Refinancing thereof (including, for the avoidance of doubt, any Permitted Refinancing of Indebtedness subject to this Agreement; a previous Permitted Refinancing), and (B) any Permitted Refinancing of any Indebtedness described in the foregoing clause (ii)(A) so long as, if secured, the terms and provisions thereof shall be subject to the Leidos/Spinco Intercreditor Agreement and (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost Loan Parties evidenced by Refinancing Notes or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instrumentsRefinancing Junior Loans, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness any Permitted Refinancing in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.thereof;

Indebtedness. (a) The Borrower shall not, and shall not ------------ permit any Subsidiary of its Subsidiaries to, directly or indirectly indirectly, create, incur, assume, permit to existguarantee, guarantee or otherwise become or remain directly or indirectly liable with respect toto any Indebtedness, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Obligations; (iib) any Indebtedness existing on of Subsidiaries under the date hereof and set forth on Schedule A to this AgreementLoan Documents; (iiic) Subordinated Debt under the Senior Subordinated Credit Agreement and guaranties thereof by Subsidiaries which are subordinated, on terms satisfactory to the Agent, to the Subsidiary Guaranty; (d) Existing Indebtedness, but not any extension, refunding or refinancing thereof; (e) Indebtedness consisting incurred in connection with Permitted Acquisitions (including, without limitation, (x) existing Indebtedness of capitalized lease obligations any Person that becomes a Subsidiary and purchase money Indebtedness(y) Indebtedness assumed by the Borrower or any Subsidiary or that is secured by any asset acquired by the Borrower or any Subsidiary, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) upon consummation of such person; providedPermitted Acquisition), that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] 50,000,000 at any time outstanding, provided -------- that (for purposes i) at the time of this subparagraph (iv)incurrence of any such Indebtedness, the “Convertible Debt”); provided, that the Convertible Debt Pro Forma Fixed Charges Coverage Ratio shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: not less than 1.0:1.0; (Aii) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect shall result from the Permitted Acquisition (including by reason of any Indebtedness incurred in connection with such Permitted Acquisition), and (iii) not more than $15,000,000 of such Indebtedness at any time outstanding shall be Indebtedness that is not Permitted Seller Indebtedness. (f) purchase money Indebtedness, including Capitalized Lease Obligations; provided that (i) such Indebtedness is incurred in connection with -------- a Capital Expenditure permitted by Section 6.05 63 hereof, (ii) is secured only by Liens permitted by Section 6.01(e), (iii) does not exceed the cost to the Borrower or its Subsidiary of the assets constructed or acquired with the proceeds of such DistributionIndebtedness and (iv) is incurred within twelve (12) months following the date of the completion or acquisition of the asset so constructed or acquired; (g) Intercompany Indebtedness of a Subsidiary to the Borrower or a Wholly Owned Subsidiary, to the extent permitted by Sections 6.04(c) and (d) hereof; (h) other unsecured Indebtedness not in excess of $5,000,000 at any time outstanding; (i) Indebtedness incurred to refinance Indebtedness described in clauses (e) and (f), provided, that (i) the unpaid balance is not increased, -------- (ii) such refinancing Indebtedness is Subordinated Debt if (x) regularly scheduled payments of interest on the Convertible Indebtedness being refinanced is Subordinated Debt and or (y) payment in equity securities the Indebtedness being refinanced is Permitted Seller Indebtedness, and (iii) if the Indebtedness being refinanced is Subordinated Debt, (a) no mandatory payments of Borrower pursuant principal thereof are required prior to the conversion date that is one year after the Maturity Date, (b) the final maturity thereof is not before the later of (I) one year after the Maturity Date or (II) the final maturity date of the Subordinated Debt being refinanced, (c) the terms thereof are not in any respect more restrictive than the terms of the Convertible Subordinated Debt instrumentsbeing refinanced and the subordination provisions applicable thereto are at least as favorable to the Lenders as such provisions applicable to the Subordinated Debt being refinanced and (d) cash interest payments payable with respect thereto are payable at an interest rate not materially higher than the interest rate applicable to the Indebtedness being refinanced; (Cj) [reserved]Indebtedness of the Borrower or a Mortgage Banking Subsidiary comprised of its obligation to repurchase mortgage loans pursuant to mortgage loan purchase and sale agreements entered into in connection with Mortgage Banking Activities; (Dk) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtMelody Permitted Indebtedness; and (El) Lender shall be entitled Indebtedness of the Borrower comprised of a guaranty by Borrower of (i) the Melody Seller Senior Notes and the Melody Seller Contingent Notes and (ii) the obligations of WREAP under the Amended and Restated Westmark Subordinated Credit Agreement, provided that in respect of clause (ii) such guaranty is subordinated to rely prior payment in full of the Obligations on terms satisfactory to the subordination terms contained in Agent and the Convertible Debt instrumentsLenders, and such terms guaranty shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDconstitute "Subordinated Debt" for all purposes hereof. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. Create, assume or suffer to exist or be created, or permit any Subsidiary to create, assume or suffer to exist or be created, any Indebtedness other than the following: (a) the Obligations; (b) Existing Consolidated Funded Debt and any extensions, renewals, replacements or refinancings thereof; provided, however, that (i) the principal amount of any Consolidated Funded Debt incurred by the Borrower, the purpose of which is to replace or refinance Existing Consolidated Funded Debt, may not exceed the then outstanding amount of the Existing Consolidated Funded Debt to be refinanced without the prior written consent of the Requisite Lenders unless such Consolidated Funded Debt would otherwise be permitted under paragraph (f) below and (ii) the principal amount of any Consolidated Funded Debt incurred by a Subsidiary, the purpose of which is to replace or refinance the Existing Consolidated Funded Debt of such Subsidiary, may not exceed the then outstanding amount of the Existing Consolidated Funded Debt to be replaced or refinanced unless the Borrower or such Subsidiary shall notgive the Administrative Agent prior written notice of such increase; (c) trade payables and other accrued liabilities arising in the ordinary course of business; (d) Indebtedness secured by Purchase Money Liens and Indebtedness constituting Capitalized Lease Obligations; provided, however, that the aggregate principal amount of the Indebtedness described in this subsection at any one time outstanding and shall owing by the Borrower and its Subsidiaries may not permit any Subsidiary to, directly or indirectly create, incur, assume, permit exceed $50,000,000; (e) Indebtedness owing to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for:the Borrower by its Subsidiaries; (i) Indebtedness of Consolidated Funded Debt incurred by the Borrower in favor of Lender; after the Effective Date and (ii) Indebtedness existing on owing by Nylon Polymer Company, L.L.C., a Georgia limited liability company ("Nylon Polymer") to SunTrust Bank, Atlanta, N.A. and Wachovia Bank, N.A., as lenders (the date hereof and set forth on Schedule A to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness"Nylon Polymers Lenders"), in each case incurred the original principal amounts of $22,500,000 ("Nylon Polymer Term Loan A") and $7,500,000 ("Nylon Polymer Term Loan B"), respectively, pursuant to that certain Term Loan Agreement dated as of September 12, 1997, as amended from time to time, by and among Nylon Polymer, as borrower, the Nylon Polymer Lenders and SunTrust Bank, Atlanta, as Agent; provided, however that the amount of Indebtedness permitted under this subsection (f) shall not (1) at any time exceed 20% of Total Assets and (2) be secured by a Lien on any property or other asset of the Borrower or any of its Subsidiaries to finance Subsidiaries; (g) any Hedging Obligations; (i) Guaranties in existence as of the acquisitionAgreement Date and disclosed on Schedule 1.1(a) hereof; (ii) Guaranties by the Borrower (and in the case of Nylon Polymer Term Loan A, repairalso by ▇▇▇▇ Contract Flooring Services, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the CollateralInc. "▇▇▇▇ Contract")) of any of the foregoing Indebtedness; provided that such personGuaranteed Indebtedness is permitted under this Section 8.2.; and (iii) Guaranties by the Borrower and ▇▇▇▇ Contract of Indebtedness of La Mirada Realty, L.L.C., a Georgia limited liability company ("La Mirada") pursuant to that certain Amended and Restated Guaranty Agreement dated as of October 6, 1998 (the "La Mirada Guaranty"), executed by the Borrower and ▇▇▇▇ Contract, relating to a term loan facility in the maximum principal amount of $12,200,000, made pursuant to that certain Term Loan Agreement dated as of October 8, 1997, as amended from time to time (provided that the principal amount thereof is not increased), by and among La Mirada, as borrower, SunTrust Bank, Atlanta, and Wachovia Bank, N.A., as lenders, and SunTrust Bank, Atlanta, as Agent; provided, however, that amount of Indebtedness so Guaranteed pursuant to this clause (Aiii) and then outstanding shall reduce (in an equal amount) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time permitted to be incurred and outstanding under subsection (Bf) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)above; (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (Ci) [reservedReserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (Ej) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Sold Receivables Indebtedness in an aggregate amount at any time outstanding not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED325,000,000. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) the Obligations and any other Indebtedness of Borrower in favor of Lendercreated under the Loan Documents; (iib) Indebtedness existing on the date hereof and under the Existing Note Agreements or the 2017 Indenture or otherwise set forth in Schedule 6.01, and extensions, renewals, refinancings (including successive refinancings) and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof except to the extent of unpaid accrued interest on Schedule A to this Agreementsuch Indebtedness and fees and expenses reasonably incurred in connection with such extensions, renewals, refinancings and replacements; (iiic) Indebtedness consisting constituting loans or advances not prohibited by Section 6.04; (d) Guarantees by the Borrower of capitalized lease obligations of any Subsidiary and purchase money Indebtednessby any Subsidiary of obligations of the Borrower or any other Subsidiary; (e) Indebtedness of the Borrower or any Subsidiary incurred to finance or refinance (including successive refinancings) the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $50,000,000 at any time outstanding; (f) Indebtedness of the Borrower or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $200,000,000 at any time outstanding; (g) Indebtedness of the Borrower or any Subsidiary owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred by in the ordinary course of business; (h) Indebtedness of the Borrower or any Subsidiary (including obligations in respect of its Subsidiaries to finance letters of credit for the acquisitionbenefit of the issuer thereof) in respect of performance bonds, repairbid bonds, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTappeal bonds, MARKED BY BRACKETSsurety bonds, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets performance and completion guarantees and similar obligations (other than in respect of other Indebtedness), in each case provided in the Collateralordinary course of business; (i) Indebtedness of an Acquired Entity existing at the time of the related Permitted Acquisition which was not incurred in contemplation of such person; providedPermitted Acquisition, provided that the aggregate principal amount of such Indebtedness permitted by this clause (Ai) shall not exceed $100,000,000 at any time outstanding; (i) unsecured Indebtedness of the Borrower and its Subsidiaries so long as the Borrower, on a pro forma basis giving effect to such incurrence of Indebtedness, is in compliance with a Fixed Charge Coverage Ratio of no less than 2.25 to 1.00 and (ii) Indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section 6.01, so long as the aggregate outstanding principal amount of all such Indebtedness does shall not exceed $[ * ] at any time the greater of (x) $100,000,000 and (By) the principal amount 25% of Consolidated EBITDA at such time; provided that no more than $100,000,000 of such Indebtedness does not exceed permitted by this clause (ii) may be secured by a Lien on the lower assets of the cost Borrower or fair market value one or more of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Borrower’s Subsidiaries; (ivk) Indebtedness convertible into equity securities not otherwise permitted under this Section of the Borrower or any Subsidiary as an account party in respect of letters of credit or bankers’ acceptances or similar instruments in an aggregate outstanding principal amount not to exceed $[ * ] 25,000,000 at any time; (l) Indebtedness in respect of Swap Agreements permitted by Section 6.05; (m) Indebtedness arising in connection with customary cash management services and from the honoring by a bank or financial institution of a check, draft or similar instrument drawn against insufficient funds, in each case in the ordinary course of business, provided that such Indebtedness is extinguished within five Business Days after its incurrence; (n) customer deposits and advance payments received by the Borrower or any Subsidiary in the ordinary course of business from customers for purposes goods or services purchased in the ordinary course of this subparagraph business; (iv)o) Indebtedness representing deferred compensation, stock-based compensation or retirement benefits to employees of the Borrower or any Subsidiary incurred in the ordinary course of business; (p) Indebtedness of the Borrower or any Subsidiary consisting of (A) Indebtedness owed to any insurance provider for the financing of insurance premiums so long as such Indebtedness shall not be in excess of the amount of such premiums, and shall be incurred only to defer the cost of such premiums, for the annual period in which such Indebtedness is incurred or (B) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; and (q) Indebtedness of any Subsidiary to the Borrower, the “Convertible Debt”)Borrower or any other Subsidiary, or of the Borrower to any Subsidiary; providedprovided that (i) subject to Section 5.11, any such Indebtedness owing by any Loan Party to a Person that the Convertible Debt is not a Loan Party shall be expressly subordinated in right of payment to the Obligations on terms pursuant to a customary subordination agreement (which may be in the form of a global intercompany note) in form and conditions acceptable substance reasonably satisfactory to Lender, with the Administrative Agent and (ii) any such subordination terms Indebtedness owing by any Person that is not a Loan Party to include, without limitation, the following: (A) the Convertible Debt any Loan Party shall be unsecuredevidenced by an intercompany note pledged to the Collateral Agent pursuant to the terms of the Collateral Documents to the extent required thereby; (Br) Indebtedness of the Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect and its Subsidiaries incurred pursuant to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, Revolving Credit Agreement; provided that (x) regularly scheduled payments the aggregate amount of interest commitments thereunder shall not exceed the sum of $400 million and the aggregate amount of incremental commitments permitted under the Revolving Credit Agreement as in effect on the Convertible Debt date hereof and (y) payment in equity securities of Borrower pursuant shall be subject to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtIntercreditor Agreement; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vs) unsecured Indebtedness in the form of notes incurred on or prior to the Effective Date pursuant to Supplemental Indenture No. 2 to the 2017 Indenture, in an aggregate principal amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender 300,000,000. For purposes of determining compliance with this Section 6.01, if an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Borrower, in its sole reasonable discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETSshall classify, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934and from time to time may reclassify, AS AMENDED. (b) With respect such item of Indebtedness and only be required to subparagraphs (iii), (iv) include the amount and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing type of such request, setting forth Indebtedness in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt one of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedclauses.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Secured Obligations; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A 6.01 and extensions, renewals, refinancing, refunding and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof except by an amount equal to this Agreementa 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; (iiic) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth in Section 6.04(d); (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary; (e) 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 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 (other than for accrued interest, premiums, costs and expenses); 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 and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $10,000,000 at any time outstanding; (f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of trade letters of credit; (g) Indebtedness of the Borrower or any Subsidiary secured by a Lien on any asset (not constituting Collateral) of the Borrower or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (g) shall not in the aggregate exceed $15,000,000 at any time; (h) obligations (contingent or otherwise) existing or arising under any Swap Agreement, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (i) Indebtedness consisting of capitalized lease (i) insurance premium financing, (ii) take or pay obligations and purchase money Indebtednesscontained in supply agreements or (iii) surety bonds, in each case case, in the ordinary course of business; (j) Indebtedness incurred by the Borrower or any of its Subsidiaries in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or with respect to finance reimbursement-type, in each case, in the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction ordinary course of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)business; (ivk) Indebtedness convertible into equity securities representing deferred compensation to employees of the Borrower in an aggregate amount not to exceed $[ * ] (for purposes or any of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredits Subsidiaries; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (vl) unsecured Indebtedness in an aggregate principal amount not to exceed exceeding $[ * ] 30,000,000 at any time outstanding; and (m) unsecured Indebtedness of the Borrower; provided that (i) at the time of incurring such Indebtedness and immediately after giving effect (including giving effect on a pro forma basis) thereto, the Borrower is in compliance with the covenants contained in Section 6.12, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the date that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT91 days after the Maturity Date, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), ) such Indebtedness is not guaranteed by any Subsidiary of the Borrower (other than any Subsidiary Guarantor) and (iv) and the covenants applicable to such Indebtedness are not more onerous or more restrictive in any material respect (vtaken as a whole) of subsection (a) above, than the applicable covenants set forth in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedLoan Documents.

Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, issue, incur, assume or suffer to exist any Indebtedness, except: (a) Borrower shall notIndebtedness created pursuant to the Loan Documents (including Incremental Facilities, Refinancing Term Loans, Refinancing Revolving Loans, Extended Term Loans, Extended Revolving Loans, and shall not permit the issuance and creation of Letters of Credit thereunder (with Letters of Credit being deemed to have a principal amount equal to the face amount thereof)) and all other Obligations, in each case, and any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with Permitted Refinancing in respect to, any Indebtedness thereof; (as hereinafter defined), except for: (ib) Indebtedness of the Borrower in favor of Lender; (ii) Indebtedness and its Restricted Subsidiaries existing on the date hereof Restatement Date and set forth on Schedule A 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to this Agreement;giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) (iiii) Attributable Indebtedness consisting relating to any transactions and (ii) other Indebtedness of capitalized lease obligations and purchase money Indebtedness, in each case incurred by the Borrower or any of its Restricted Subsidiaries incurred to finance the acquisition, construction, repair, replacement and/or improvement of any facilities of the Borrower or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets assets, including Capital Lease Obligations (other than provided that such Indebtedness is incurred concurrently with or within ninety (90) days after the Collateralapplicable acquisition, construction, repair, replacement or improvement) and (ii) any Permitted Refinancing of any Indebtedness set forth in clause (i) of such personthis Section 7.1(c); provided, provided that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and under this clause (Bc) the principal amount of such Indebtedness does not exceed the lower greater of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt $37,500,000 and (y) payment in equity securities 25.0% of Borrower pursuant to the conversion terms TTM Consolidated EBITDA as of the Convertible Debt applicable determination date; (d) Indebtedness (including obligations in respect of letters of credit or bank Guarantees, bankers’ acceptances or similar instruments; ) incurred by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business in respect of workers’ compensation, health, disability or other employee benefits (Cwhether to current or former employees) [reserved]; or property, casualty or liability insurance or self-insurance in respect of such items, or other Indebtedness with respect to reimbursement- type obligations regarding workers’ compensation claims, health, disability or other employee benefits (Dwhether current or former) if an Event or property, casualty or liability insurance; (e) Indebtedness constituting indemnification obligations, Earn-out Obligations, milestones, royalties, adjustment of Default under Section 8.1(h) shall occurpurchase or acquisition price or similar obligations, then all Obligations shall be paid in full and satisfied each case, incurred or assumed in cash and connection with any Investment permitted by this Agreement irrevocably terminated before or the disposition of any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented business or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested assets permitted by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.this Agreement;

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderthe Obligations; (iib) Indebtedness (a) existing on the date hereof and set forth on in Schedule A 6.01 and refinancings, refundings, extensions, renewals and replacements of any such Indebtedness does not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to this Agreementsuch Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement) and (b) incurred in connection with the Kosmos Acquisition in an aggregate principal amount of up to $665,000,000; (iiic) Indebtedness consisting of capitalized lease obligations the Borrower to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (it being understood, for the avoidance of its Subsidiaries doubt, that the extension of any loan or advance to any Foreign Restricted Subsidiary shall be subject to the restrictions set forth in Section 6.04(d)); (d) Guaranties by the Borrower of Indebtedness of any Restricted Subsidiary and by any Restricted Subsidiary of Indebtedness of the Borrower or any other Restricted Subsidiary (it being understood, for the avoidance of doubt, that any such Guaranties of Indebtedness of a Foreign Restricted Subsidiary shall be subject to the restrictions set forth in Section 6.04(d)). (e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, repairconstruction, or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction 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 refinancings, refundings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement); (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) Indebtedness incurred or assumed in connection with an acquisition of property permitted hereunder, provided that such Indebtedness exists at the time such acquisition is consummated and is not created in contemplation of or in connection with such acquisition, and in each case, refinancings, refundings, extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement); (g) Guaranties by the Borrower or any Restricted Subsidiary of Indebtedness or other than obligations of any Unrestricted Subsidiary to the Collateralextent permitted by Sections 6.04(k) and 6.06; (h) Indebtedness of such personthe Borrower or any Subsidiary incurred pursuant to Permitted Receivables Facilities; providedprovided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount of $75,000,000 at any time outstanding; (i) Indebtedness arising in connection with Swap Agreements permitted by Section 6.05; (j) Indebtedness for borrowed money owed by Restricted Subsidiaries, that provided that: (Ai) the aggregate outstanding principal amount of all such the Indebtedness for borrowed money owed by the Restricted Subsidiaries on a consolidated basis (including that permitted under other clauses of this Section 6.01, but excluding the Indebtedness permitted under clauses (a), (h), (p)(i) and (p)(ii) of this Section 6.01) does not exceed $[ * ] at any time and (B) the principal an amount of such Indebtedness does not exceed the lower equal to 15% of the cost or fair market value Consolidated Tangible Net Worth of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Borrower; (ivk) Indebtedness convertible into equity securities incurred in the ordinary course of business with respect to surety bonds, appeal bonds, bid bonds, performance bonds, return-of-money bonds, performance guarantees and other similar obligations; (l) Indebtedness constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on Borrower’s or a Restricted Subsidiaries’ behalf in accordance with the policies issued to Borrower and the Restricted Subsidiaries; (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of the financing of insurance premiums incurred in the ordinary course of business; (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; (o) Indebtedness arising from agreements of the Borrower or any of its Restricted Subsidiaries providing for indemnification, holdback, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with an aggregate amount not acquisition of property or disposition of property permitted pursuant to exceed $[ * ] Section 6.03; and (for purposes of this subparagraph (iv)p) The following Indebtedness and any refinancings, the “Convertible Debt”); providedrefunding, that the Convertible Debt shall be subordinated renewals or extensions thereof, in addition to the Obligations other Indebtedness permitted by this Section, as long as, subject to Section 1.06, on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: date of the incurrence of any of the Indebtedness described below in this clause: (A) the Convertible Debt shall be unsecured; no Default exists or would result therefrom; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to clause (iii) below only, the Convertible Debt until such time as limitations on Restricted Subsidiary Indebtedness under clause (j) of this Section 6.01 are not exceeded; and (C) the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanBorrower is and, so long as no Default or Event of Default shall have occurred and be continuing or would occur on a pro forma basis after giving effect to such DistributionIndebtedness, will be, in compliance with the financial covenants set forth in Sections 6.11 of this Agreement: (xi) regularly scheduled payments Indebtedness of interest on a Restricted Subsidiary who is a general partner of a Joint Venture arising for Indebtedness incurred by the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms Joint Venture as a result of the Convertible Debt instrumentsfact that the Restricted Subsidiary is the general partner of the Joint Venture; (Cii) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full Indebtedness incurred by the Borrower and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtguaranty thereof by the Subsidiary Guarantors; and (Eiii) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event an Unrestricted Subsidiary that Borrower wishes is designated as such on the Effective Date is subsequently designated as a Restricted Subsidiary pursuant to request the consent terms hereof, the Indebtedness of Lender to exceed any such Unrestricted Subsidiary outstanding as of the dollar amount limitations set forth thereinEffective Date and any refinancings, Borrower shall notify Lender in writing refundings, extensions, renewals or replacements of such request, setting forth in detail Indebtedness with Indebtedness of a similar type that does not increase the reasons therefor outstanding principal amount thereof (except by the amount of any accrued interest and shall provide such documents and other information as Lender may reasonably request premiums with respect theretoto such Indebtedness and transaction costs and expenses in connection with such refinancing, refunding, extension, renewal or replacement). Lender The accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest in the form of additional Indebtedness shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall not be deemed to be approvedan incurrence of Indebtedness for purposes of this Section 6.01.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderany Loan Party pursuant to any Loan Document; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01, and any extensions, renewals or replacements of any such Indebtedness, provided that the principal amount does not increase; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessthe Borrower to any Wholly-Owned Subsidiary or of any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary, in each case incurred in the ordinary course of business and either consistent with past practices or for cash management purposes; provided that, upon request of the Required Lenders, such Indebtedness shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders; (d) Indebtedness of the Borrower or any of its Subsidiaries Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets, including Capital Lease Obligations, obligations under Synthetic Leases and obligations under tax-advantaged financings, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (other than i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the Collateral) completion of such person; provided, that construction or improvement and (Aii) the aggregate outstanding principal amount of all such Indebtedness does permitted by this clause (d) shall not exceed $[ * ] 12,000,000 at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)outstanding; (ive) Indebtedness convertible into equity securities of the Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with Subsidiary as an account party in respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments trade letters of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtcredit; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall not, and shall will not permit any Subsidiary to, directly (other than Canadian Subsidiaries) or indirectly the General Partner to create, incur, assume, permit to exist, guarantee incur or otherwise become or remain directly or indirectly liable with respect to, assume any Indebtedness (as hereinafter defined), except forother than the following: (i) Indebtedness of With respect to its Subsidiaries (and the General Partner, but only so long as the Borrower in favor of Lenderis the lender with respect to such indebtedness) intercompany Indebtedness; (ii) Indebtedness existing on of Subsidiaries of the date hereof Borrower in an aggregate principal amount that would not exceed $50,000,000 at any time and set forth on Schedule A any Indebtedness incurred to this Agreement; (iii) Indebtedness consisting of capitalized lease obligations and purchase money refund, extend, refinance or otherwise replace such Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower principal amount of Indebtedness refinanced (plus the cost amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; (iii) Indebtedness that is (or fair market value of was) secured by Permitted Liens and any Indebtedness incurred to refund, extend, refinance or otherwise replace such Indebtedness; provided, that the property so acquired or built or principal amount of such repairs or improvements financed with such Indebtedness does not exceed the principal amount of Indebtedness refinanced (each measured plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith) at the time of refinancing; and (iv) Indebtedness of any Subsidiary acquired in an acquisition, existing at the time of such acquisitionacquisition and not incurred in contemplation thereof and any Indebtedness incurred to refund, repairextend, improvement refinance or construction is made); otherwise replace such Indebtedness (iv) Indebtedness convertible into equity securities plus the amount of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv)penalties, the “Convertible Debt”premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith); provided, however, that no Subsidiary nor the Convertible Debt General Partner shall be subordinated create, incur or assume any Indebtedness pursuant to this Section 6.01 if the Obligations on terms and conditions acceptable to Lender, with incurrence or maintenance of such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, Indebtedness would cause a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and any other provisions of this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtAgreement; and (Eb) Lender The Borrower shall be entitled to rely on the subordination terms contained in the Convertible Debt instrumentsnot, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and permit any of its Subsidiaries (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in other than its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iiiCanadian Subsidiaries), (iv) and (v) to guarantee the Indebtedness of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of Canadian Subsidiary if such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever Indebtedness is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedsecured.

Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur or suffer to exist any Indebtedness, except: (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except for: (i) Indebtedness of Borrower in favor of Lenderthe Secured Obligations; (iib) Indebtedness existing on the date hereof and set forth on in Schedule A to this Agreement6.01 and extensions, renewals and replacements of any such Indebtedness (other than Indebtedness under the Senior Notes) that do not increase the outstanding principal amount thereof; (iiic) Indebtedness consisting of capitalized lease obligations the Borrower to any Restricted Subsidiary and purchase money Indebtedness, in each case incurred by of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (d) Indebtedness of its Subsidiaries the Borrower or any Restricted Subsidiary incurred to finance the acquisition, repair, construction or improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of any fixed or capital assets (other than whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the Collateralacquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $50,000,000 at any time outstanding; (e) obligations in connection with any Permitted Receivables Financing, to the extent such obligations constitute Indebtedness; (f) additional unsecured Indebtedness of the Borrower and its Restricted Subsidiaries; provided that (i) if such Indebtedness is incurred by one or more Restricted Subsidiaries (as a primary obligor and not as a guarantor of the Borrower’s obligations), the aggregate principal amount of such person; providedIndebtedness, that when aggregated with the aggregate principal amount of secured Indebtedness of Restricted Subsidiaries permitted under Section 6.01(j) below, shall not exceed $50,000,000 at any one time outstanding, (Aii) both before and after giving effect to the incurrence of such Indebtedness, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 6.11 and (iii) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does which is incurred by the Borrower during the term of this Agreement and which matures before the Tranche B Maturity Date shall not exceed $500,000,000 unless the lower portion of the cost proceeds of such Indebtedness in excess of $500,000,000 are used to prepay the Tranche A Term Loans and the Tranche B Term Loans on a ratable basis or fair market value on a basis reflecting a greater percentage of the property so acquired Tranche B Term Loans; (g) Indebtedness of a Restricted Subsidiary (i) consisting of tax-advantaged industrial revenue bond, industrial development bond or built other similar financings assumed (or of such repairs taken subject to) in connection with (but not incurred in connection with or improvements financed with such Indebtedness in anticipation of) a Permitted Acquisition and (each measured ii) existing at the time of such acquisitionPerson becomes a Restricted Subsidiary pursuant to a Permitted Acquisition provided that such Indebtedness was not incurred by such Person in connection with, repairor in anticipation or contemplation of, improvement or construction is made)such Person becoming a Restricted Subsidiary; (ivh) Indebtedness convertible into equity securities in respect of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated Swap Agreements to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredextent permitted hereunder; (Bi) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible DebtSubordinated Indebtedness; and (Ej) Lender shall be entitled other secured Indebtedness of the Borrower and its Restricted Subsidiaries in a principal amount up to rely on the subordination terms contained but not exceeding $50,000,000 in the Convertible Debt instrumentsaggregate at any one time outstanding; provided that, the aggregate principal amount of secured Indebtedness of one or more Restricted Subsidiaries (as a primary obligor and such terms shall not be amendedas a guarantor of the Borrower’s obligations) permitted under this Section 6.01(j), restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) when aggregated with the aggregate principal amount of unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (aRestricted Subsidiaries permitted under Section 6.01(f) above, in the event that Borrower wishes to request the consent of Lender to shall not exceed $50,000,000 at any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the one time period set forth above shall be deemed to be approvedoutstanding.

Indebtedness. (a) The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, directly or indirectly contract, create, incur, assumeassume or suffer to exist any Indebtedness, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lenderincurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness existing as of the Fifth Amendment Effective Date to the extent the same is listed on Schedule XI, and any refinancings or renewals thereof, except to the date hereof and extent specifically not permitted to be so refinanced or renewed as set forth on such Schedule A to this AgreementXI, provided that any such refinancings and renewals shall not exceed the principal amount of, and shall not be for a shorter maturity than, such Existing Indebtedness outstanding at the time of the refinancing or renewal thereof; (iii) Indebtedness consisting of capitalized lease obligations evidenced by Capitalized Lease Obligations, Indebtedness secured by Liens permitted pursuant to Section 10.01(v) and other purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateral) of such person; provided, that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)Borrower and its Subsidiaries; (iv) Indebtedness convertible of the Borrower (and guaranties by Subsidiaries of the Borrower of such Indebtedness) under Interest Rate Protection Agreements entered into equity securities to protect the Borrower against fluctuations in interest rates so long as management of the Borrower has determined that the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and the notional amounts thereof do not exceed the aggregate principal amount of the Indebtedness to which such Interest Rate Protection Agreements relate; (v) Indebtedness created under, and Contingent Obligations relating to, the Permanent Mortgage Financing; (vi) Indebtedness created under, and Contingent Obligations relating to, Permitted Sale Leasebacks or any Permitted Mortgage Financing; provided that such Indebtedness shall not exceed at any time $100,000,000; (vii) Acquired Indebtedness to the extent permitted by Section 10.12(vi); (viii) additional unsecured Indebtedness not otherwise permitted by this Section 10.11, in an aggregate amount not to exceed $[ * ] 25,000,000 outstanding at one time; (for purposes of this subparagraph ix) Subordinated Debt; provided that such Subordinated Debt cannot mature or be subject to any required prepayment (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to includeincluding, without limitation, upon the following: (Aoccurrence of an event which constitutes a change of control as described in Section 11.10) in whole or in part, on or prior to the Convertible Debt shall be unsecuredfirst anniversary of the maturity date of the Existing Subordinated Debt; (Bx) Indebtedness owing by any Guarantor to the Borrower, by the Borrower shall make no payment (whether in cash, in kind, securities to any Guarantor or by any Guarantor to any other propertyGuarantor; (xi) or security for Indebtedness incurred in connection with, and Contingent Obligations relating to, the Credit Card Program; (xii) Indebtedness relating to reimbursement obligations under Non-Facility Letters of Credit; provided that, at the time of issuance of any thereof the Stated Amount of such paymentNon-Facility Letter of Credit, whether for principalwhen added to the sum of Trade Letter of Credit Outstandings at such time and Non-Facility Letter of Credit Outstandings at such time, interest would not exceed $150,000,000; (xiii) Indebtedness arising pursuant to Permitted Inventory Financing; (xiv) Indebtedness constituting current liabilities incurred in the ordinary course of business and not represented by any note, bond, debenture or other amounts instrument, and which is not past due for a period of more than thirty (any such payment30) days, or if overdue for more than thirty (30) days, which is being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established on the books of the primary obligor with respect thereto; (xv) Indebtedness relating to reimbursement obligations of the Borrower or a “Distribution”) Subsidiary of the Borrower with respect to letters of credit (other than Standby Letters of Credit or Non-Facility Letters of Credit) issued for the Convertible Debt until such time as account of the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanBorrower or a Subsidiary, so long as no Default such letters of credit (i) secure obligations of the Borrower or Event of Default shall have occurred a Subsidiary under industrial revenue bonds outstanding on the Fifth Amendment Effective Date and be continuing or would occur after giving effect to such Distribution, (ii) replace (x) regularly scheduled payments existing Standby Letters of interest Credit, which shall be returned to the Issuing Bank thereof for cancellation by such Issuing Bank or (y) other letters of credit (other than Standby Letters of Credit or Non-Facility Letters of Credit), which shall be returned to the institutions issuing such letters of credit for cancellation by such institutions; (xvi) Contingent Obligations under guarantees of (x) Indebtedness of the Borrower and its Subsidiaries permitted hereunder other than the Existing Subordinated Debt and the Existing Senior Notes (provided that any such Contingent Obligations with respect to Subordinated Debt incurred on or after the Fifth Amendment Effective Date shall also be subordinated obligations of the Person liable therefor on the Convertible Debt same terms as the corresponding Subordinated Debt) and (y) payment obligations not constituting Indebtedness executed by the Borrower, any Guarantor or any of their respective Subsidiaries in equity securities the ordinary course of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsbusiness; (Cxvii) [reserved]Contingent Obligations consisting of the indemnification by the Borrower or any of its Subsidiaries of (i) the officers, directors, employees and agents of the Borrower or such Subsidiary, to the extent permissible under the corporation law of the jurisdiction in which the Borrower or such Subsidiary is organized, (ii) commercial bankers, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower's or such Subsidiary's securities or the rendering of banking or professional services to the Borrower or such Subsidiary and (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Borrower or such Subsidiary; (Dxviii) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, 25,000,000 in the event that Borrower wishes to request the consent of Lender to exceed aggregate owing by any of the dollar amount limitations set forth therein, Credit Card Subsidiaries to the Borrower shall notify Lender in writing or by the Borrower to any of such request, setting forth in detail the reasons therefor Credit Card Subsidiaries; and (xix) The Borrower and shall provide such documents and other information as Lender its Subsidiaries may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approvedenter into transactions permitted under Section 10.12.

Indebtedness. (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly No Consolidated Entity will create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (ia) Indebtedness of Borrower in favor of Lenderany Loan Party pursuant to any Loan Document; (iib) Indebtedness existing on the date hereof and as set forth on Schedule A 6.01, and any extensions, renewals, refinancings or replacements of any such Indebtedness so long as (i) the principal or face amount of, or interest rate or fees or other amounts (exclusive of commissions and other similar issuance costs) payable in connection with, any such Indebtedness is not increased, (ii) the dates upon which payments are to this Agreementbe made are not advanced and (iii) the subordination terms, if any, are not modified in any manner that is adverse to the Lenders, in connection with any such extension, renewal, refinancing or replacement; (iiic) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case any Consolidated Entity to any other Consolidated Entity permitted by Section 6.04; (d) (i) Indebtedness of any Consolidated Entity incurred by Borrower or any of its Subsidiaries to finance the acquisition, repairconstruction or improvement of any assets, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of fixed or capital any such assets (other than including in a Permitted Acquisition) or secured by a Lien on any such assets prior to the Collateral) acquisition thereof, and extensions, renewals, refinancings and replacements of any such person; provided, Indebtedness that (A) do not increase the aggregate outstanding principal amount of all thereof so long as such Indebtedness does is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) Indebtedness of the Foreign Subsidiaries; provided that the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $[ * ] 75,000,000 at any time and (B) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made)outstanding; (ive) Indebtedness convertible into equity securities of Borrower any Consolidated Entity as an account party in respect of trade letters of credit; (f) Permitted Additional Indebtedness of the Parent Borrower; (g) Indebtedness not otherwise expressly permitted by this Section 6.01 in an aggregate principal or face amount outstanding at any time not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debt60,000,000; and (Eh) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDEDHedge Agreements permitted under Section 6.05. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. The Parent Borrower will not, nor will the Parent Borrower permit any of its Restricted Subsidiaries to, create, incur or assume any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, except: (a) Borrower shall notIndebtedness incurred under this Agreement and the other Loan Documents; (b) (i) the Indebtedness set forth on Schedule 7.03 hereto, and any Permitted Refinancing Indebtedness in respect of any such Indebtedness and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; provided that all such intercompany Indebtedness of any Credit Party owed to any Restricted Subsidiary that is not a Credit Party shall be subordinated to the Obligations pursuant to an Intercompany Note; (i) Indebtedness (including Capitalized Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement; provided that the aggregate amount of such Indebtedness incurred pursuant to this clause (c) and outstanding at any one time shall not permit exceed the greater of (x) 3.00% of Consolidated Total Assets and (y) $65.0 million, determined as of the date such Indebtedness is incurred based on the most recent financial statements previously required to be delivered pursuant to Section 6.01 and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(c) for purposes of the cap set forth herein); (d) any Indebtedness issued or loaned by the Parent Borrower or any Restricted Subsidiary toof the Parent Borrower (i) to any Credit Party, directly provided that such Indebtedness is Subordinated Indebtedness, (ii) to any Restricted Subsidiary that is not a Credit Party to the extent otherwise permitted by Section 7.04 or indirectly create(iii) to the extent the amount of any such loan or guarantee would have been permitted to be made as a Restricted Payment under Section 7.05; provided further that all such Indebtedness in an aggregate principal amount exceeding $10 million shall be evidenced by an Intercompany Note; (e) Indebtedness of the Parent Borrower and its Restricted Subsidiaries under Hedge Agreements; (f) Indebtedness constituting Guaranty Obligations permitted by Section 7.04; provided that if the Guaranty Obligations are in respect of Subordinated Indebtedness, incursuch Guaranty Obligations shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such underlying Indebtedness; (g) Indebtedness (i) assumed in connection with a Permitted Acquisition or Investment permitted by Section 7.04 and any Permitted Refinancing Indebtedness incurred, assume, permit to exist, guarantee issued or otherwise become obtained to Refinance (in whole or remain directly in part) such Indebtedness and (ii) incurred in connection with a Permitted Acquisition or indirectly liable Investment permitted under Section 7.04 and any Permitted Refinancing Indebtedness incurred, issued or otherwise obtained to Refinance (in whole or in part) such Indebtedness; provided that: (A) immediately after giving effect to Indebtedness assumed or incurred under clause (g)(i) or clause (g)(ii) above, no Specified Event of Default exists or is continuing; (B) in the case of any Indebtedness incurred under clause (g)(ii) above, (i) at the time such Indebtedness is incurred, either (I) the aggregate amount of all such Indebtedness incurred in connection with a Permitted Acquisition or Investment since the Closing Date shall not exceed the greater of (x) 4.00% of Consolidated Total Assets and (y) $85.0 million or (II) the Cash Interest Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries, calculated on a Pro Forma Basis, shall be greater than either (x) 2.00 to 1.00 or (y) the actual Cash Interest Coverage Ratio immediately prior to such Permitted Acquisition or Investment; (ii) any such Indebtedness that is secured by a Lien on the Collateral has a maturity date and a Weighted Average Life to Maturity equal to or greater than that of the Initial Term Loan Facility; and (iii) any such Indebtedness that is not secured by a Lien on any of the Collateral has a maturity date that is at least ninety-one (91) days after that of the Initial Term Loan Facility and does not provide for any mandatory redemption prior to the date that is at least ninety-one (91) days after that of the Initial Term Loan Facility (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default); (C) with respect toto Indebtedness incurred pursuant clause (g)(i) above, such Indebtedness is and remains the obligation of the Person and/or such Person’s subsidiaries that are acquired and such Indebtedness was not incurred in anticipation of such Permitted Acquisition or Investment; and (D) with respect to Indebtedness incurred under clause (g)(ii) above, the aggregate principal amount of Indebtedness assumed or incurred by Restricted Subsidiaries that are not Credit Parties at any Indebtedness time outstanding, shall not exceed the greater of (as hereinafter defined), except for:x) $65.0 million and (y) 3.0% of Consolidated Total Assets of the Parent Borrower; (i) Indebtedness of Borrower Restricted Subsidiaries which are not Credit Parties in favor an aggregate principal amount at any time outstanding not to exceed the greater of Lender(x) 3.00% of Consolidated Total Assets and (y) $65.0 million, determined as of the date such Indebtedness is incurred based on the most recent financial statements previously required to be delivered pursuant to Section 6.01 and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(h) for purposes of the cap set forth herein); (i) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (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 (ii) Indebtedness existing represented by Letters of Credit, to the extent such Letters of Credit support Indebtedness otherwise permitted under this Section 7.03, in an amount not to exceed 105% of the Stated Amount of such Letters of Credit; (j) (x) Indebtedness in respect of obligations of the Parent Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the date hereof ordinary course of business and set forth on Schedule A to not in connection with the borrowing of money and (y) Indebtedness in respect of intercompany obligations of the Parent Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (k) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in connection with the disposition of any business, assets or Capital Stock permitted hereunder; (l) Indebtedness arising from agreements providing for deferred compensation, indemnification, adjustments of purchase price (including “earnouts”) or similar obligations, in each case entered into in connection with Permitted Acquisitions or other Investments permitted by this Agreement; (iiim) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money; (n) Indebtedness consisting of capitalized lease obligations to pay insurance premiums arising in the ordinary course of business and purchase money Indebtednessnot in connection with the borrowing of money; (i) Indebtedness representing deferred compensation to employees, consultants or independent contractors of, the Parent Borrower and its Restricted Subsidiaries incurred in each case the ordinary course of business; and (ii) Indebtedness consisting of obligations of Parent Borrower (or any Parent Entity thereof) or its Restricted Subsidiaries under deferred compensation to employees, consultants or independent contractors of Parent Borrower (or any Parent Entity thereof) or its Restricted Subsidiaries or other similar arrangements incurred by such Persons in connection with the Transactions and Permitted Acquisitions or any other Investment permitted by this Agreement; (i) Indebtedness and consisting of promissory notes issued by the Parent Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the acquisition, repair, improvement purchase or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction redemption of fixed Capital Stock of the Parent Borrower (or capital assets any Parent Entity thereof to the extent such Parent Entity uses the proceeds to finance the purchase or redemption (other than the Collateraldirectly or indirectly) of such persontheir Capital Stock, in each case to the extent permitted by Section 7.05 (including all applicable limitations)) and (ii) Indebtedness representing deferred compensation to employees of the Parent Borrower and the Restricted Subsidiaries incurred in the ordinary course of business; (q) obligations, under Cash Management Agreements, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (r) (i) additional Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries; provided, provided that (A) the aggregate outstanding principal amount of all such Indebtedness does not exceed the sum of (A) the greater of (x) 3.00% of Consolidated Total Assets, (y) $[ * ] at any time and 65.0 million, determined as of the date such Indebtedness is incurred based on the most recent financial statements previously required to be delivered pursuant to Section 6.01, which Indebtedness may be secured to the extent permitted under Section 7.02 plus (B) the principal an additional amount of Indebtedness in lieu of Restricted Payments permitted under Section 7.05 (it being understood that such Indebtedness shall be deemed a Restricted Payment for the purposes of compliance with Section 7.05) and (ii) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(r) for purposes of the cap set forth herein); (s) Indebtedness to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms of such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Closing Date, including that (1) the repayment of such Indebtedness is conditional upon such customer ordering a specific volume of goods and (2) such Indebtedness does not exceed bear interest or provide for scheduled amortization or maturity; (t) Credit Agreement Refinancing Indebtedness; (u) Indebtedness comprising obligations in respect of take or pay contracts entered into the lower ordinary course of business; (v) Indebtedness incurred in connection with a Sale and Lease-Back Transaction; (w) (i) Permitted Incremental Indebtedness and (ii) any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (i) Indebtedness consisting of or in respect of working capital and similar facilities of any Restricted Subsidiaries organized in a jurisdiction other than a jurisdiction in which any of the cost or fair market value Subsidiary Borrowers are organized in an aggregate principal amount not to exceed at any time outstanding the greater of (x) 2.0% of Consolidated Total Assets and (y) $45.0 million, determined as of the property so acquired or built or date such Indebtedness is incurred based on the most recent financial statements previously required to be delivered pursuant to Section 6.01; and (ii) and any Permitted Refinancing Indebtedness in respect of such repairs or improvements financed with any such Indebtedness (each measured at it being understood that such Refinancing Indebtedness shall be taken into account in future determinations of Indebtedness incurred under this Section 7.03(x) for purposes of the time of such acquisition, repair, improvement or construction is madecap set forth herein); (ivi) Permitted Ratio Debt and (ii) any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (z) Indebtedness convertible of the Parent Borrower or any Restricted Subsidiary consisting of loans made, issued or guaranteed by a Governmental Authority of the United States, Canada, Puerto Rico, the United Kingdom, Germany, Italy, France, Switzerland, Austria, Singapore or any other country reasonably approved by the Administrative Agent that does not exceed in the aggregate at any time outstanding the greater of (x) $45.0 million and (y) 2.0% of Consolidated Total Assets of the Parent Borrower and (ii) and any Permitted Refinancing Indebtedness in respect of any such Indebtedness (it being understood that such Permitted Refinancing Indebtedness shall be taken into equity securities account in future determinations of Borrower Indebtedness incurred under this Section 7.03(z) for purposes of the cap set forth herein); (aa) Indebtedness in connection with any Receivables Facility; (i) the Senior Notes and (ii) any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (cc) Indebtedness in an aggregate principal amount not to exceed $[ * ] the Available Amount determined as of the date such Indebtedness is incurred (for purposes of this subparagraph (iv), and after giving Pro Forma Effect thereto) based on the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated most recent financial statements most recently delivered pursuant to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecuredSection 6.01; (Bdd) Borrower shall make no payment all customary premiums (whether in cash, in kind, securities or any other property) or security for such payment, whether for principalif any), interest (including post-petition and capitalized interest), fees, expenses, charges and additional or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such Distribution, (x) regularly scheduled payments of contingent interest on the Convertible Debt and (yobligations described in each of Section 7.03(a) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (Cthrough Section 7.03(cc) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtabove; and (E) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.

Indebtedness. (a) The Borrower shall will not, and shall not nor will it permit any Subsidiary other Obligor to, directly or indirectly create, incur, assume, assume or permit to existexist any Indebtedness, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness (as hereinafter defined), except forexcept: (i) Indebtedness of Borrower in favor of Lendercreated hereunder or under any other Loan Document; (ii) Permitted Indebtedness existing on the date hereof and set forth on Schedule A to this Agreement; (iii) Special Longer Term Unsecured Indebtedness consisting of capitalized lease obligations and purchase money Indebtednessin an aggregate principal amount that, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisitioncase, repairtaken together with Indebtedness permitted under clauses (a), improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction of fixed or capital assets (other than the Collateralg) and (i) of such person; providedthis Section 6.01, that immediately after giving effect to its incurrence and any Concurrent Transaction, (A1) the aggregate outstanding principal amount of all such Indebtedness does not exceed $[ * ] at any time and (B) the principal amount of such Indebtedness does not exceed the lower amount required to comply with the provisions of Section 6.07(b) and (2) will not result in the cost or fair market value of Covered Debt Amount exceeding the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made); (iv) Indebtedness convertible into equity securities of Borrower in an aggregate amount not to exceed $[ * ] (for purposes of this subparagraph (iv), the “Convertible Debt”); provided, that the Convertible Debt shall be subordinated to the Obligations on terms and conditions acceptable to Lender, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other thanBorrowing Base, so long as no Default or Event of Default shall have occurred and be continuing or would occur immediately after giving effect to the incurrence of such DistributionPermitted Indebtedness or Special Longer Term Unsecured Indebtedness, as applicable; provided that for purposes of compliance with clause (2) hereof, only the portion of Special Longer Term Unsecured Indebtedness consisting of Excess Special Longer Term Unsecured Indebtedness shall be included in the calculation of the Covered Debt Amount in accordance with the definition thereof; (iii) Other Permitted Indebtedness; (iv) (i) Indebtedness of the Borrower to or from any other Obligor, (ii) Indebtedness of an Obligor to or from another Obligor or (iii) Indebtedness of the Borrower or any other Obligor to an Excluded Asset to the extent a court determines a transfer of assets from such Obligor to such Excluded Asset did not constitute a true sale, provided, that with respect to this clause (iii), the holders of such Indebtedness have recourse only to the assets purported to be transferred to such Excluded Asset and to no other assets of the Obligors in connection with such Indebtedness; (v) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities, Portfolio Investments or notes of Excluded Assets (or any Investment that will become a Portfolio Investment or a note of an Excluded Asset following such repurchase); (vi) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business; [[6423235v.9]] (vii) other Indebtedness (including the amortizing portion of any Other Secured Indebtedness or Unsecured Indebtedness in excess of 1% per annum described in the respective clause (i) of the definitions thereof), that, in each case, taken together with all then outstanding Indebtedness incurred pursuant to this clause (g) incurred after the Third Amendment Effective Date, immediately after giving effect to its incurrence and any Concurrent Transaction, does not exceed the Additional Debt Amount and that, taken together with Indebtedness permitted under clauses (a), (b) and (i) of this Section 6.01, immediately after giving effect to its incurrence and any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b) and (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such other Indebtedness; (viii) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (ix) at the time incurred, Shorter Term Unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000,000 at the time of the incurrence of such Shorter Term Unsecured Indebtedness that, taken together with Indebtedness permitted under clauses (a), (b) and (g) of this Section 6.01, immediately after giving effect to its incurrence and any Concurrent Transaction, (1) does not exceed the amount required to comply with the provisions of Section 6.07(b), and (2) will not result in the Covered Debt Amount exceeding the Borrowing Base, so long as no Default or Event of Default shall have occurred and be continuing immediately after giving effect to the incurrence of such Shorter Term Unsecured Indebtedness; (x) regularly scheduled payments obligations of interest on the Convertible Debt any Obligor under a Permitted SBIC Guarantee, any SBIC Equity Commitment and (y) payment in equity securities analogous commitments by such Obligor with respect to any of Borrower pursuant to the conversion terms of the Convertible Debt instruments; (C) [reserved]; (D) if an Event of Default under Section 8.1(h) shall occur, then all Obligations shall be paid in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account of the Convertible Debtits SBIC Subsidiaries; and (Exi) Lender shall be entitled to rely on the subordination terms contained in the Convertible Debt instruments, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. (b) With obligations arising with respect to subparagraphs Hedging Agreements, Credit Default Swaps and total return swaps entered into pursuant to Section 6.04(c) or (iiii). For purposes of this Section 6.01, (iv) and (v) each series of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above Existing Notes shall be deemed to be approvedhave been incurred under the same provision of Section 6.01 that was applicable to such series of Existing Notes under this Agreement immediately prior to the occurrence of the Third Amendment Effective Date at the time of the initial incurrence of such series of Existing Notes.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Borrower shall not, and shall not permit any Subsidiary to, directly or indirectly create, incur, assume, permit to exist, guarantee or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness under the Loan Documents; (as hereinafter defined), except for: b) (i) Indebtedness of Borrower in favor of Lender; (ii) Indebtedness existing outstanding on the date hereof and set forth listed on Schedule A to this Agreement7.02 (and any Permitted Refinancing thereof) and (ii) unsecured Indebtedness under the Senior Notes and the Senior Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and the Senior Note Guarantees); (iiic) Indebtedness consisting in respect of capitalized lease obligations Capitalized Leases, Synthetic Lease Obligations and purchase money Indebtedness, in each case obligations hereafter incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, repair, improvement or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. construction purchase of fixed or capital assets (other than the Collateral) of such personassets, and renewals, replacements, refinancings and extensions thereof; provided, that (Ai) the aggregate outstanding principal amount total of all such Indebtedness does for all such Persons taken together shall not exceed an aggregate principal amount equal to the greater of (A) $[ * ] at any time 20,000,000, and (B) the principal amount two and one-half percent (2.5%) of Consolidated Total Assets, in each case, at any one time outstanding, (ii) such Indebtedness does when incurred shall not exceed the lower purchase price of the cost asset(s) financed, and (iii) no such Indebtedness shall be refinanced, renewed, replaced, restructured or fair market value extended for a principal amount in excess of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured principal balance outstanding thereon at the time of such acquisitionrenewal, repairreplacement, improvement refinancing, restructuring or construction is made)extension except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses, in each case, incurred in connection with any such renewal, replacement, refinancing, restructuring or extension; (ivd) Indebtedness convertible into equity securities of any Target acquired after the Closing Date in a Permitted Acquisition (and any Permitted Refinancing thereof) to the extent existing at the time of such Permitted Acquisition; provided, that, (i) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition, (ii) the Borrower in an aggregate amount not shall have delivered to exceed $[ * ] the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the acquisition of such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), the Consolidated Total Net Adjusted Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a) (it being understood and agreed that for purposes of this subparagraph (ivcalculating such Consolidated Total Net Adjusted Leverage Ratio, the identifiable proceeds of any such Indebtedness that is incurred at such time shall not qualify as “unrestricted cash and Cash Equivalents of the Loan Parties” for the purposes of clause(a)(ii) of the definition of Consolidated Total Net Adjusted Leverage Ratio), and (iii) such Indebtedness is unsecured Indebtedness or secured Indebtedness that is subordinated to the “Convertible Debt”)Secured Obligations on terms acceptable to the Administrative Agent; (e) Indebtedness consisting of Earn Out Obligations incurred in connection with Permitted Acquisitions; provided, that that, (i) such Earn Out Obligations, when paid, will be included in the Convertible Debt shall be subordinated to denominator of the Consolidated Fixed Charge Coverage Ratio, (ii) on the date the definitive agreement creating such Earn Out Obligations on terms and conditions acceptable to Lenderis executed, with such subordination terms to include, without limitation, the following: (A) the Convertible Debt shall be unsecured; (B) Borrower shall make no payment (whether in cash, in kind, securities or any other property) or security for such payment, whether for principal, interest or other amounts due (any such payment, a “Distribution”) with respect to the Convertible Debt until such time as the Obligations shall have been paid in full in cash and this Agreement shall have been irrevocably terminated other than, so long as no Default or Event of Default shall have occurred and be continuing or would occur result therefrom, (iii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the incurrence of such Earn Out Obligations, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 6.01(a) or (b) (it is understood and agreed that any Earn Out Obligations to be incurred in connection with a Permitted Acquisition that is a Limited Conditionality Accordion Transaction, the requirement set forth in this clause (iii) may be calculated contemporaneously with the calculation described in clause (iii) of the penultimate sentence of the last paragraph of Section 2.02(g)), and (iv) the aggregate amount of all such Earn Out Obligations shall not exceed twenty five percent (25%) of the Acquisition Consideration for the Permitted Acquisition for which such Earn Out Obligations were incurred; (f) Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount not to exceed the greater of (i) $30,000,000, and (ii) five percent (5%) of Consolidated Total Assets (it being understood that, notwithstanding anything herein to the contrary, no Guarantee of any such Indebtedness may be secured by the assets of any Loan Party); (g) Indebtedness in an amount not to exceed one hundred percent (100%) of the net cash proceeds from the issuance of Qualified Capital Stock of the Borrower not constituting a Change of Control (to the extent such net cash proceeds are Not Otherwise Applied); (h) Additional Second Lien Indebtedness (and any Permitted Refinancing thereof); (i) Additional Unsecured Indebtedness (and any Permitted Refinancing thereof); (j) Indebtedness in respect of bid, performance or surety bonds, completion guarantees and appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety bonds, completion guarantees and appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, that, such Indebtedness is extinguished within five (5) Business Days of incurrence and (ii) Indebtedness under any Secured Cash Management Agreement entered into in the ordinary course of business; (l) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) unsecured Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower solely to the extent cash could be distributed to any such Person under Section 7.06(e); (o) intercompany Indebtedness permitted under Section 7.03; provided, that, in the case of Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party, (i) such Indebtedness shall be subordinated to the Secured Obligations in a manner and to the extent acceptable to the Administrative Agent, and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to and after giving effect to such Distribution, (x) regularly scheduled payments of interest on the Convertible Debt and (y) payment in equity securities of Borrower pursuant to the conversion terms of the Convertible Debt instrumentsprepayment; (Cp) [reserved]obligations (contingent or otherwise) existing or arising under any Swap Contract; provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (Dq) Guarantees with respect to Indebtedness of any Loan Party permitted under this Section 7.02; provided, that, if an Event of Default under Section 8.1(h) shall occurthe Indebtedness being Guaranteed is subordinated to the Secured Obligations, then all Obligations such Guarantee shall be paid subordinated to the Guaranty on terms at least as favorable to the Lenders as those contained in full and satisfied in cash and this Agreement irrevocably terminated before any Distribution shall be made on account the subordination of the Convertible Debtsuch Indebtedness; and (Er) Lender shall be entitled to rely on Indebtedness not permitted by any of the subordination terms contained in the Convertible Debt instrumentsforegoing clauses of this Section 7.02, and such terms shall not be amended, restated, supplemented or otherwise modified without Lender’s prior written consent; and (v) unsecured Indebtedness in an aggregate principal amount not to exceed $[ * ] that is subordinated to Lender on terms and conditions acceptable to Lender in its sole discretion. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED50,000,000 at any time outstanding. (b) With respect to subparagraphs (iii), (iv) and (v) of subsection (a) above, in the event that Borrower wishes to request the consent of Lender to exceed any of the dollar amount limitations set forth therein, Borrower shall notify Lender in writing of such request, setting forth in detail the reasons therefor and shall provide such documents and other information as Lender may reasonably request with respect thereto. Lender shall have [ * ] Business Days after receipt of such written notice (or receipt of such documents or other information requested by Lender, whichever is later) to approve or disapprove Borrower’s request. Any such approval or disapproval from Lender shall be in writing. Any request by Borrower that Lender has failed to approve or disapprove in writing within the time period set forth above shall be deemed to be approved.