Common use of Indebtedness Clause in Contracts

Indebtedness. The Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Lead Borrower will not, and will not permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) (x) Indebtedness incurred pursuant to this Agreement and the other Credit DocumentsDocuments and (y) the Senior Notes and any subsequent extension, renewal or refinancing thereof up to $800,000,000; provided that the aggregate principal amount of the Senior Notes to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (1) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; (2) such refinancing Indebtedness ranks, relative to the Loans equal to or junior than the Senior Notes; and (3) shall not include Indebtedness of a Subsidiary that is not a Subsidiary Guarantor that refunds, refinances, replaces, renews, extends or defeases Indebtedness of the Lead Borrower or a Subsidiary Guarantor; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 Swap Contracts so long as the entering into of such Interest Rate Protection Agreements Swap Contracts are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Lead Borrower and any Restricted Subsidiary evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed the greater of (x) $5,000,000 125,000,000 and (y) 6.50% of Consolidated Total Assets at any one time outstanding; (iv) Indebtedness under a Permanent Term Loanin respect of Permitted Receivables Transactions; (v) Indebtedness of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness); provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness shall not be subject to a Lien on any acquired Accounts or Inventory of a Credit Party and (z) in no event shall the aggregate principal amount of Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (v) exceed the greater of (x) $100,000,000 and (y) 5.25% of Consolidated Total Assets; (vi) intercompany Indebtedness among the Lead Borrower and any Restricted Subsidiary to the extent permitted by Section 10.05(vi); (vii) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v10.04(vii) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (yx) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (zy) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; and (z) shall not include Indebtedness of a Subsidiary of the Lead Borrower that is not a Subsidiary Guarantor that refunds, refinances, replaces, renews, extends or defeases Indebtedness of the Lead Borrower or a Subsidiary Guarantor; (viviii) Investments permitted under Indebtedness in respect of the China Facility not to exceed $75,000,000 in the aggregate; provided that the aggregate amount of Indebtedness pursuant to this clause (viii) plus the aggregate amount of “first-in, last-out” Commitments and Loans effected pursuant to Section 10.05 to the extent constituting Indebtedness2.15(e) shall not exceed $115,000,000; (viiix) guarantees by Holdings, the U.S. Borrowers and the U.S. Subsidiary Guarantors of Indebtedness in respect of the China Facility; (x) Indebtedness incurred in the ordinary course of business to finance insurance premiums or take-or-pay obligations contained in supply arrangements; (xi) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including including, in each case, obligations under any Treasury Services AgreementsBank Product Debt; (viiixii) Indebtedness reimbursement obligations incurred in the ordinary course of business in respect of Hedging Agreements so long as trade letters of credit, including those issued to support the entering into purchase of Inventory in transit to a property owned or leased by a Credit Party; provided that such Hedging Agreements reimbursement obligations are bona fide hedging activities secured only by the Inventory in respect of which the applicable letter of credit has been issued; and are provided further that such letters of credit shall be payable only against sight drafts (and not for speculative purposestime drafts); (ixxiii) reimbursement obligations in respect of the standby letters of credit listed on Schedule 10.04(xiii) hereto; (xiv) refinancings, renewals or extensions of any Indebtedness incurred pursuant to clause (v) above; provided that the aggregate principal amount of the Indebtedness to be refinanced, renewed or extended does not increase from that amount outstanding at the time of any such refinancing, renewal or extension, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension, and is on terms not less favorable in any material respect to the Lenders; (xv) Indebtedness of the Lead Borrower and any Restricted Subsidiary not to exceed the greater of (x) $200,000,000 and (y) 10.0% of Consolidated Total Assets; provided that no more than $125,000,000 of such Indebtedness can be secured by Liens Permitted under Section 10.01(xxix); (xvi) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (xxvii) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xixviii) guarantees made by the Lead Borrower or any Restricted Subsidiary of Indebtedness of the Lead Borrower or any such Restricted Subsidiary permitted to be outstanding under this Section 10.04; provided that such guarantees are permitted by Section 10.05; (xix) guarantees made by any Foreign Subsidiary (other than a Credit Party) of Indebtedness of any other Foreign Subsidiary (other than a Credit Party) permitted to be outstanding under this Section 10.04; (xx) guarantees made by Restricted Subsidiaries acquired pursuant to a Permitted Acquisition of Indebtedness acquired or assumed pursuant thereto in accordance with this Section 10.04, or any refinancing thereof pursuant to this Section 10.04; provided that such guarantees may only be made by Restricted Subsidiaries who were guarantors of the Indebtedness originally acquired or assumed pursuant to this Section 10.04 at the time of the consummation of the Permitted Acquisition to which such Indebtedness relates; (xxi) customary Contingent Obligations in connection with sales, other dispositions and leases permitted under Section 10.02 (but not in respect of Indebtedness for borrowed money or Capitalized Lease Obligations) including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (xxii) guarantees of Indebtedness of directors, officers and employees of the Lead Borrower or any Restricted Subsidiary in respect of expenses of such Persons in connection with relocations and other ordinary course of business purposes; (xxiii) Contingent Obligations not to exceed $75,000,000 in the aggregate at any time; (xxiv) Indebtedness of Foreign Subsidiaries that are not Credit Parties (other than the China Facility); provided that the aggregate principal amount of Indebtedness outstanding pursuant to this clause (xxiv) shall not at any time exceed $50,000,000; (xxv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, ; provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xiixxvi) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Lead Borrower or any Restricted Subsidiary incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the BorrowerLead Borrower and the Restricted Subsidiaries and (z) Indebtedness consisting of promissory notes issued by any Credit 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 Holdings permitted by Section 10.03; (xiiixxvii) additional Indebtedness that is not included in any of the other paragraphs of this Section 10.04 has a stated maturity that is at least one hundred eighty (180) days after the Maturity Date, does not require any payments of principal prior to the Maturity Date, has covenants no more restrictive than those contained in this Agreement; (xxviii) guarantees made by the Lead Borrower or any Restricted Subsidiary of obligations (not constituting debt for borrowed money) of the Lead Borrower or any Restricted Subsidiary owing to exceed $500,000 vendors, suppliers and other third parties incurred in the ordinary course of business; (xxix) Permitted Junior Debt (other than the Senior Notes or any refinancing thereof) of the Lead Borrower and any Restricted Subsidiary incurred under Permitted Junior Debt Documents so long as (i) all such Indebtedness is incurred in accordance with the requirements of the definition of Permitted Junior Notes or Permitted Junior Loans, as the case may be, (ii) no Default or Event of Default then exists or would result therefrom, (iii) the aggregate principal amount outstanding at any timeof secured Permitted Junior Debt issued or incurred after the Closing Date shall not exceed the greater of (x) $50,000,000 and (y) an amount such that immediately after giving effect to the incurrence of such additional Indebtedness and the receipt and application of the proceeds therefrom, the Leverage Ratio of Holdings and its Restricted Subsidiaries would be greater than 5.00 to 1.00, and (iv) the Lead Borrower shall have furnished to the Administrative Agent a certificate from a responsible Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii) and (iv) and containing the calculations required by preceding clause (iv); provided that the amount of Permitted Junior Debt which may be incurred pursuant to this clause (xxix) by non-Credit Parties shall not exceed the greater of $25,000,000 and 1.25% of Consolidated Total Assets; (xxx) Indebtedness arising out of Sale-Leaseback Transactions permitted by Section 10.01(xviii); and (xivxxxi) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiiixxx) above.;

Indebtedness. The Borrower will shall not, and shall cause each Restricted Subsidiary not contractto, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, exceptother than: (ia) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (iib) unsecured intercompany Indebtedness under Interest Rate Protection Agreements entered into with respect among the Borrower and its Restricted Subsidiaries to other the extent permitted by Section 8.02; provided that if such Indebtedness permitted under this Section 10.04 so long as is owed by the entering into Borrower or any of its Restricted Subsidiaries to a Person that is not a Loan Party, such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesIndebtedness must be Subordinated Indebtedness; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (vc) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v8.03 and any Permitted Refinancing Indebtedness in respect thereof; (d) obligations under Swap Contracts entered into by any Loan Party for bona fide hedging activities and not for speculative purposes; (“Existing Indebtedness”e) Indebtedness in respect of capital leases, purchase money Indebtedness and Synthetic Lease Obligations within the limitations set forth in Section 8.01(o); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed (x) $30,000,000 and (y) 11% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time such Lien is incurred; (f) Incremental Equivalent Debt so long as the aggregate principal amount of such Indebtedness does not exceed, when added to the aggregate principal amount of the Incremental Facilities incurred pursuant to Section 2.14, the Maximum Incremental Facilities Amount; (g) Indebtedness in respect of Refinancing Equivalent Debt; (h) unsecured Indebtedness of the Borrower, which may be guaranteed on an unsecured basis by the Guarantors, in respect of the Senior Unsecured Notes to the extent that the aggregate principal amount of such Indebtedness does not exceed $400,000,000 (as reduced by any repayments or prepayments of principal thereof after the Closing Date) and any subsequent extensionPermitted Refinancing Indebtedness in respect thereof; (i) Subordinated Indebtedness or unsecured senior Indebtedness of the Borrower or any Restricted Subsidiary; provided that, renewal after giving pro forma effect to the incurrence of such Indebtedness, the Interest Coverage Ratio, calculated on a Pro Forma Basis, as of the most recently ended Calculation Period, would be greater than 2.00:1.00; provided, further, that (i) such Indebtedness shall have a maturity date at least six months after the Latest Maturity Date, (ii) such Indebtedness shall have a weighted average life to maturity longer than the weighted average life to maturity of the Term Loans with the latest Maturity Date, (iii) such Indebtedness shall have covenants no more restrictive than those in this Agreement as in effect at the time of the issuance or refinancing thereofincurrence thereof and (iv) the aggregate principal amount of all Indebtedness incurred by Non-Loan Parties, when aggregated with the aggregate principal amount of all Indebtedness assumed by Non-Loan Parties pursuant to clause (j) below, does not exceed the greater of (x) $85,000,000 and (y) 30.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such incurrence; (j) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Investment (other than as a result of the designation of an Unrestricted Subsidiaries as a Restricted Subsidiary), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and was not incurred in contemplation of such Person becoming a Restricted Subsidiary, that is non-recourse to (and is not assumed by any of) the Borrower, the Borrower or any Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the date such Person becomes a Restricted Subsidiary after the Closing Date); provided that (i) after giving pro forma effect to the incurrence of such Indebtedness, either (A) the Interest Coverage Ratio, calculated on a Pro Forma Basis, as of the most recently ended Calculation Period, would be greater than 2.00:1.00 or (B) the Interest Coverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, is greater than immediately prior to such incurrence and (ii) the aggregate principal amount of all Indebtedness assumed by Non-Loan Parties, when aggregated with the principal amount of all Indebtedness incurred by Non-Loan Parties pursuant to clause (i) above, does not exceed the greater of (x) $85,000,000 and (y) 30.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such incurrence; (k) Indebtedness of the Borrower or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount, which when aggregated with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (k), does not at any one time outstanding exceed the greater of (x) $100,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such incurrence; and (l) with respect to any of the foregoing Indebtedness, any Guarantee of such Indebtedness given by the Borrower or a Guarantor; provided that the aggregate principal amount of Guarantees given by the Borrower and the Guarantors in respect of Indebtedness to be extended, renewed or refinanced does of Non-Loan Parties shall not increase from that amount exceed at any time outstanding the greater of (x) $35,000,000 and (y) 15.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such incurrence at any time outstanding (as such extension, renewal amount is reduced by any payments made in respect of such Guarantees). (m) Indebtedness of the Issuer or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred any Restricted Subsidiary in connection with such renewalone or more standby letters of credit, replacement performance bonds or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred completion guarantees issued in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements or pursuant to self-insurance obligations and other similar services in connection with cash management and deposit accounts and Indebtedness not in connection with the honoring borrowing of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits money or the equivalent thereof to current and former employees obtaining of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation advances or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovecredit.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness (exclusive of trade debt) except in respect of: (ia) Indebtedness incurred pursuant to this Agreement Lenders, (b) Indebtedness of the Borrower and its Subsidiaries existing as of the Closing Date and set forth on Schedule 7.8 or any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension 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 other Credit Documentsdirect or any contingent obligor with respect thereto, is not changed as a result of or in connection with such renewal, refinancing or extension, and the terms of any such renewal, refinancing or extension, taken as a whole, are not less favorable to the obligor thereunder; (iic) Indebtedness of the Borrower and its Subsidiaries incurred after the Closing Date consisting of Capitalized Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset in an aggregate amount not to exceed $2,500,000 at any time outstanding; (d) unsecured intercompany Indebtedness among the Borrower and its Subsidiaries; (e) Indebtedness and obligations owing under Interest Rate Protection Agreements hedging agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate, exchange rate or commodity price risks and are not for speculative purposes; (iiif) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations arising from agreements providing for indemnification and purchase money Indebtedness price adjustment obligations or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of any Borrower and its Subsidiaries pursuant to such agreements, in connection with dispositions, other sales of assets or other permitted acquisitions not prohibited by the KeyBank Documents; (including obligations g) Guaranty Obligations in respect of mortgages, industrial revenue bonds, industrial development bonds Indebtedness of Borrower and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) its Subsidiaries to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated permitted to exist or pari passu be incurred pursuant to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced;this Section; and (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viih) Indebtedness incurred in to finance the ordinary course payment of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage premiums incurred in the ordinary course of business; (xii) any Guarantee of the obligations of Borrower and its Subsidiaries as a tenant under any lease (which lease is not a Capital Lease) or a purchaser in connection with any Permitted Acquisition (as defined in the KeyBank Documents); (j) Indebtedness owed in respect of overdrafts and related liabilities 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 businessbusiness from treasury, provided that such Indebtedness is extinguished within two Business Days depository and cash management services or from automated clearing-house transfers of its incurrencefunds; (xiik) (x) severanceIndebtedness consisting of obligations under deferred compensation arrangements, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower non-competition agreements, incurred in the ordinary course of business; (l) Indebtedness consisting of obligations under adjustments of purchase price, earn-outs or similar arrangements in an aggregate amount not to exceed $2,500,000 at any time; (m) the KeyBank Debt in a principal amount not to exceed the maximum amount of the principal commitments on the Closing Date (including the incremental facilities under the KeyBank Documents) (including any renewals, refinancings or extensions thereof, and the terms of any such renewal, refinancing or extension, taken as a whole, are not less favorable to the obligor thereunder); (n) Indebtedness in respect of performance, surety or appeal bonds provided in the ordinary course of business; (o) Indebtedness in respect of take-or-pay obligations of the Borrower or any of its Subsidiaries contained in supply arrangements, in each case, in the ordinary course of business; (p) Indebtedness of any Person that becomes a Subsidiary of the Borrower or another Subsidiary in a manner not prohibited by the KeyBank Documents, which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (q) until thirty (30) days following the Closing Date, the Affiliate Loans and the guarantee of the Affiliate Loans by GPM Opco; (r) Indebtedness constituting unsecured subordinated debt, provided that (i) no Default or Event of Default shall then exist or immediately after incurring any of such Indebtedness will exist, (ii) the documentation with respect to such Indebtedness shall be in form and substance satisfactory to the Agent, (iii) the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.5 both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, and (yiv) the aggregate outstanding principal amount of Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrowerpermitted by this subpart (r) shall not exceed $2,500,000 at any time; (xiiis) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries, provided that the aggregate outstanding principal amount of all such Indebtedness does not to exceed $500,000 in aggregate principal amount outstanding at any time2,500,000; and (xivt) all premiums Indebtedness under clause (if anyn) of the definition hereto to the extent such Indebtedness does not exceed an aggregate of $5,000,000 at any time (it being understood that the amount of such Indebtedness shall be calculated net of advances for branding expenses paid to the Borrower or any Guarantor by a counterparty to one or more new Supply Agreement(s) to replace in whole or in part any such terminated Supply Agreement), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower Parent will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness of the Borrower under any Interest Rate Protection Agreements or Other Hedging Agreement or under any similar type of agreement to the extent such is entered into with respect to other Indebtedness permitted under this satisfy the requirements of Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes7.11; (iii) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in to the extent permitted pursuant to Section 10.01(vii)8.08; provided that in no event shall the aggregate principal amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (iii) at any one time shall not exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations and incurred in any one fiscal year of the principal Parent does not exceed the amount of all Capital Expenditures (other than Permitted Acquisitions) the Borrower and its Subsidiaries is permitted to incur during such Indebtedness incurred or assumed fiscal year in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingaccordance with Section 8.08); (iv) Existing Indebtedness under a Permanent Term Loanlisted on Schedule X but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (v) Indebtedness in amounts, and subject to Liens, permitted under Section 8.01(viii); (vi) (x) Indebtedness of the Borrower evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 7.15 so long as the amount outstanding at any time shall not exceed $4,000,000 and (y) Capitalized Lease Obligations of Subsidiaries of the Borrower assumed in connection with Permitted Acquisitions and incurred in accordance with Section 7.15, so long as such (y) Capitalized Lease Obligations were not incurred in anticipation or contemplation of such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Borrower to effect such Permitted Acquisition; (vii) guaranties by the Borrower or any of its Subsidiaries of leases entered into in the ordinary course of business by any Subsidiary of the Borrower; (viii) Indebtedness of the Borrower, and subordinated guarantees thereof by the Subsidiary Guarantors, incurred pursuant to the Senior Subordinated Bridge Loans and the other Senior Subordinated Credit Documents on the Closing Third Restatement Effective Date in an aggregate principal amount not to exceed $125,000,000 (as (x) increased as a result of the increase in the aggregate principal amount of Senior Subordinated Bridge Loans to pay any regularly accruing interest on then outstanding Senior Subordinated Bridge Loans in accordance with the terms of the Senior Subordinated Credit Agreement and listed on Schedule 10.04(v(y) reduced by any repayments of principal thereof (“Existing Indebtedness”including any deemed repayment occurring as a result of any conversion or exchange of the Senior Subordinated Bridge Loans into or for Permitted Subordinated Refinancing Indebtedness incurred pursuant to clause (x) below)); (ix) Indebtedness constituting Intercompany Loans to the extent permitted by Section 8.06(xii); (x) so long as no Default or Event of Default is in existence at the time of the incurrence thereof and immediately after giving effect thereto, Permitted Subordinated Refinancing Indebtedness in an aggregate principal amount at any subsequent extension, renewal or refinancing thereof; provided that time outstanding not to exceed the sum of (x) the aggregate principal amount of the Permitted Subordinated Refinancing Indebtedness on the date of the incurrence thereof in accordance with the requirements of the definition thereof plus (y) the amount of any increase in the principal amount thereof incurred to be extended, renewed or refinanced does not increase from that amount pay any regularly accruing interest on the then outstanding at Permitted Subordinated Refinancing Indebtedness in accordance with the time terms of the documentation governing the same minus (z) any repayment of principal of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Permitted Subordinated Refinancing Indebtedness; (viixi) Indebtedness of the Borrower, and subordinated guarantees thereof by the Parent and the Subsidiary Guarantors, as the case may be, under the Mezzanine Subordinated Notes and the other Mezzanine Subordinated Note Documents in an aggregate principal amount at any time outstanding not to exceed the remainder of (x) the sum of the aggregate principal amount of the Mezzanine Subordinated Notes on the date of issuance thereof in accordance with the requirements of the definition thereof less (y) any repayment of principal of any such Mezzanine Senior Subordinated Notes; and (xii) additional unsecured Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under an aggregate principal amount at any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower time outstanding not to exceed $500,000 2,000,000. Notwithstanding anything to the contrary contained above, (x) Indebtedness incurred to refinance any theretofore outstanding Senior Subordinated Bridge Loans or Permitted Subordinated Refinancing Indebtedness may only be incurred pursuant to the provisions of clauses (x) and (xi) of Section 8.05 (and not in reliance on any other provisions of Section 8.05), (y) at no time shall the aggregate principal amount of all Indebtedness outstanding at any time; and time pursuant to clauses (xiv) all premiums (if anyviii), (x) and (xi) exceed $125,000,000 (as the same may be increased as a result of any increase in the aggregate principal amount of such Indebtedness to pay any regularly accruing interest on such then outstanding Indebtedness in accordance with the terms of the documentation governing the same) and (z) Affiliate Debt shall only be permitted to be incurred and to remain outstanding if each obligee and each obligor (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described any guarantors) with respect to such Affiliate Debt shall have become parties to the Subordination Agreement in clauses (i) through (xiii) aboveaccordance with the terms thereof.

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Effective Date and listed on Schedule 10.04(v) III (“Existing Indebtedness”) as reduced by any repayments of principal thereof), and any subsequent extension, renewal or refinancing thereof; , provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancingrefinancing (plus unpaid, plus accrued and unpaid interest and cash fees premiums thereon and expenses (including premiumunderwriting discounts, fees, commissions and expenses) incurred in connection with such renewal, replacement or extension; and provided, howeverfurther, that such refinancing Indebtedness: any Intercompany Debt listed on Schedule III (and subsequent extensions, refinancings, renewals, replacements and refundings thereof as permitted pursuant to this Section 10.04(ii)) may only be extended, refinanced, renewed, replaced or refunded if the Intercompany Debt so extended, refinanced, renewed, replaced or refunded has the same obligor(s) and obligee(s) as the Intercompany Debt being extended, refinanced, renewed, replaced or refunded; (iii) Indebtedness of the Borrower under (x) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 and (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred Other Hedging Agreements entered into in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness currency values or commodity prices in connection with the honoring Borrower’s or any of a bank or other financial institution of a checkits Subsidiaries’ operations, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ixiv) Contingent Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations for customsand purchase money Indebtedness described in Section 10.01(vi), stay, performance, appeal, judgment, replevin provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of businesspurchase money Indebtedness permitted by this clause (iv) exceed $20.0 million at any time outstanding; (xv) Contingent Obligations Indebtedness constituting Intercompany Loans to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of businessextent permitted by Section 10.05(viii); (xivi) Indebtedness consisting of guaranties (x) by the Borrower and the Guarantors of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement and (y) by Foreign Subsidiaries of the Borrower of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement; (vii) Indebtedness consisting of new guaranties by the Borrower or the Guarantors of Indebtedness of Foreign Subsidiaries outstanding on the Effective Date; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that so long as such Indebtedness is extinguished within two four Business Days of its incurrence; (xiiix) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness of the Borrower incurred and its Subsidiaries with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business, and (y) Indebtedness representing deferred compensation business or stock-based compensation to employees in connection with the enforcement of rights or claims of the BorrowerBorrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (viii) shall not at any time exceed $3.0 million; (xiiix) additional Indebtedness of the Borrower or any of its Subsidiaries which may be deemed to exist in connection with obligations from agreements to provide for indemnification, adjustment of purchase price or similar obligations, earn-outs or other similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any of its Subsidiaries incurred in connection with the acquisition or disposition of the assets of the Borrower or the assets or capital stock of a Person that is or becomes a Subsidiary of the Borrower, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not to guaranteed by any other Person except as permitted by Section 10.04(vi); provided that the maximum aggregate liability in connection with any such disposition in respect of all such Indebtedness will at no time exceed $500,000 the gross proceeds actually received by the Borrower and its Subsidiaries in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveconnection with such disposition.

Indebtedness. The Borrower Company will not contractnot, nor will it permit any Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and 10.5.1 the other Credit DocumentsSecured Obligations; (ii) 10.5.2 Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as existing on the entering into of such Interest Rate Protection Agreements are bona fide hedging activities date hereof and are not for speculative purposesdescribed in Schedule 10.5; (iii) 10.5.3 Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and arising under Rate Management Transactions; 10.5.4 secured or unsecured purchase money Indebtedness (including obligations Capitalized Leases) incurred by the Company or any of its Subsidiaries after February 8, 2010 to finance the acquisition of assets used in respect its business, if (1) the total of mortgagesall such Indebtedness for the Company and its Subsidiaries taken together incurred on or after February 8, industrial revenue bonds2010, industrial development bonds and similar financings) described in when aggregated with the Indebtedness permitted under Section 10.01(vii); provided that in no event 10.5.9, shall the not exceed an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 10,000,000 at any one time outstanding, (2) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (3) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (4) any Lien securing such Indebtedness is permitted under Section 10.6 (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”); 10.5.5 Indebtedness arising from intercompany loans and advances (ivi) made by any Subsidiary to any Credit Party, (ii) made by the Company to any other Credit Party; provided that the Company agrees that all such Indebtedness under a Permanent Term Loan; shall be expressly subordinated to the Secured Obligations pursuant to subordination provisions reasonably acceptable to the Required Holders or (viii) Indebtedness outstanding on made by the Company or any Subsidiary to any Subsidiary solely for the purpose of facilitating, in the ordinary course of business consistent with past practice as of the Closing Date (and listed on Schedule 10.04(v) (“Existing excluding, for the avoidance of doubt, any business relating to the acquisition of receivables owed by a Person subject to bankruptcy or similar proceedings), the payment of fees and expenses in connection with collection actions or proceedings; 10.5.6 guaranty obligations of the Company of any Indebtedness of any Subsidiary permitted under Section 10.5.2; 10.5.7 guaranty obligations of any Subsidiary of the Company that is a Guarantor with respect to any Indebtedness of the Company or any other Subsidiary permitted under this Section 10.5, other than the Permitted Foreign Subsidiary Non-Recourse Indebtedness”) and ; 10.5.8 [Intentionally Omitted]; 10.5.9 additional unsecured Indebtedness of the Company or any subsequent extensionDomestic Subsidiary, renewal or refinancing thereofto the extent not otherwise permitted under this Section 10.5; provided provided, however, that the aggregate principal amount of such additional Indebtedness, when aggregated with the Indebtedness to be extendedpermitted under Section 10.5.4 shall not exceed $12,500,000 at any time outstanding; 10.5.10 bonds or other Indebtedness required by collections licensing laws in the ordinary course of the Credit Parties’ business; 10.5.11 Indebtedness, renewed liabilities and contingent obligations incurred or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred assumed in connection with such renewal, replacement or extensiona Permitted Acquisition; provided, however, that any such refinancing Indebtedness: (y) has Indebtedness incurred or assumed by a Weighted Average Life Person that is a Foreign Subsidiary after giving effect to Maturity at the time consummation of such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Permitted Acquisition shall be permitted only to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedconstitutes Permitted Foreign Subsidiary Non-Recourse Indebtedness; (vi) Investments permitted 10.5.12 Indebtedness under Section 10.05 the Existing Unsecured Notes and the guarantee by the Company and the Guarantors of such Indebtedness; 10.5.13 Indebtedness of Domestic Subsidiaries in an aggregate amount of not more than $15,000,000 and Permitted Foreign Subsidiary Non-Recourse Indebtedness; 10.5.14 Indebtedness constituting Permitted Foreign Subsidiary Investments/Loans; and 10.5.15 additional unsecured or subordinated Indebtedness of the Company or any of its Domestic Subsidiaries, to the extent constituting Indebtedness; not otherwise permitted under this Section 10.5; provided, however, that (viii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into aggregate principal amount of such Hedging Agreements are bona fide hedging activities and are additional Indebtedness shall not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangementsexceed $100,000,000, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (xii) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that if such Indebtedness is extinguished within two Business Days subordinated, the terms of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or such subordination shall be reasonably acceptable to the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveRequired Holders.

Indebtedness. The Each of Borrower will and Holdings LP, jointly and severally, covenants and agrees that, so long as Lender shall have any Commitment hereunder, or the Loans or other Liabilities (other than contingent obligations with respect to which no express indemnification claim has been made) shall remain unpaid or unsatisfied, Borrower and Holdings LP shall not contractdirectly or indirectly incur, create, incurassume, assume become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, exceptother than any of the following: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit DocumentsLiabilities; (iib) so long as no Default or Event of Default exists or would occur as a result thereof, Indebtedness to Pershing LLC or other securities lenders under customary short-term repurchase agreements entered into in the Ordinary Course of Business; provided, that Borrower provides, as part of the compliance certificate required to be delivered pursuant to Section 5.2(a), an updated Schedule 4.18 setting forth all accounts relating to any short-term repurchase arrangements in existence as of the date of such compliance certificate; (c) Indebtedness (including any undrawn amounts available under Interest Rate Protection Agreements entered into any document representing such Indebtedness) existing as of the Closing Date as referred to in the financial statements referenced in Section 4.10 or set forth specifically in Schedule 6.2, and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension and the terms of any such renewal, refinancing or extension are not materially less favorable to the obligor thereunder; (d) Indebtedness of Borrower and its Subsidiaries incurred after the Closing Date consisting of Indebtedness or any lease of property, real or personal, the obligations with respect to other which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness permitted under this Section 10.04 so long as when incurred shall not exceed the entering into purchase price or cost of construction of such Interest Rate Protection Agreements are bona fide hedging activities asset; (ii) no such Indebtedness shall be renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension; and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal total amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) shall not exceed $5,000,000 1,000,000 at any one time outstanding; (ive) Unsecured intercompany Indebtedness under a Permanent Term Loanof Borrower payable to any of the other Obligors; provided, that, the total amount of all such Indebtedness shall not exceed the Additional Loan and Investment Cap (inclusive of any amounts advanced as contemplated by Sections 6.5(g)); (vf) Unsecured Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity Person existing at the time such refinancing Person becomes a Subsidiary of Borrower in a transaction permitted hereunder in an aggregate principal amount not to exceed $1,000,000 for all such Persons; provided, that any such Indebtedness is incurred was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which is not less than the remaining Weighted Average Life to Maturity such Person became a Subsidiary of the Borrower; (g) Contingent Obligations in respect of Indebtedness being extended, renewed or refinanced; and (z) of Borrower to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated permitted to exist or pari passu be incurred pursuant to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedthis Section 6.2; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will Each of the Loan Parties shall not, and shall not contractpermit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (ii) Existing Indebtedness under Interest Rate Protection Agreements entered into with respect to as set forth on SCHEDULE 8.2.1 (including any extensions, renewals or refinancings thereof), provided there is no increase in the amount thereof or other Indebtedness permitted under this Section 10.04 so long as significant change in the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesterms thereof unless otherwise specified on SCHEDULE 8.2.1; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingpursuant to capitalized leases; (iv) Indebtedness under The Note Issue in a Permanent Term Loanmaximum principal amount outstanding not to exceed $200,000,000, at any time; provided, however, this amount may be increased for 45 consecutive days to accommodate an orderly tender offer or make-whole call process; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedsecured by Purchase Money Security Interests; (vi) Investments permitted under Section 10.05 Indebtedness of a Loan Party to another Loan Party, provided that such indebtedness is subordinated to the extent constituting IndebtednessObligations pursuant to terms and conditions satisfactory to Agent; (vii) Indebtedness incurred in the ordinary course of business in respect of netting servicesAny Interest Rate, overdraft protections, employee credit card programs, automatic clearinghouse arrangements Currency and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services AgreementsCommodity Hedge; (viii) Guaranties by the Loan Parties of other Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposesother Loan Parties permitted hereunder; (ix) Contingent Obligations for customsIndebtedness (the "Sun Trust Indebtedness") owing to SunTrust Financial in an amount outstanding at any time not to exceed $34,000,000.00, stay, performance, appeal, judgment, replevin provided that the terms and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all conditions contained in the ordinary course agreements evidencing such Indebtedness shall not be modified after the Closing Date without the consent of businessthe Agent; (x) Contingent Obligations Indebtedness structured similarly to insurers required in connection with worker’s compensation the Sun Trust Indebtedness and other insurance coverage incurred for similar purposes, provided that the terms thereof and the documentation governing the same shall be subject to the review and approval by the Agent and provided further that the terms and conditions contained in the ordinary course agreements evidencing such Indebtedness shall not be subsequently modified after the closing date thereof without the consent of businessthe Agent; (xi) Indebtedness arising from the honoring by incurred pursuant to a bank Permitted Acquisition or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrenceApproved Acquisition; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness of the Borrower incurred Receivables Entity under the or in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower;connection with a Permitted Accounts Receivable Program; and (xiii) additional Other unsecured Indebtedness of the Borrower in an amount not to exceed $500,000 in aggregate principal amount 10,000,000 outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Neither the Borrower will not contractnor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under (i) Indebtedness incurred pursuant to this Agreement and the other Credit Loan Documents; , (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect the Term Loans (as defined in the Term Loan B Credit Agreement as in effect on the Closing Date) in an aggregate principal amount not to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; exceed (iii1) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness $500,000,000 plus (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings2) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and any Incremental Term Loans (as defined in the principal amount of all such Indebtedness Term Loan B Credit Agreement) permitted to be incurred or assumed pursuant to the Term Loan B Credit Agreement as in each case after effect on the Closing Date permitted by and (iii) the RBL Facility in an aggregate principal amount, together with any RBL Pari Debt, not to exceed the greater of (x) $250,000,000 and (y) the Borrowing Base (as defined in the RBL Credit Agreement as in effect on the date hereof); provided that the amount in this clause (a)(iii)(y) shall, during the applicable grace periods set forth in Section 5.2(b) of the RBL Credit Agreement (as in effect on the date hereof), be increased by the amount of any Borrowing Base Deficiency (as defined in the RBL Credit Agreement as in effect on the date hereof) and, in the case of clauses (ii) and (iii) exceed $5,000,000 at ), any one time outstandingPermitted Refinancing thereof; (ivb) Indebtedness under a Permanent Term Loan; (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”7.03(b) and any subsequent extensionPermitted Refinancing thereof and (ii) Indebtedness owed to the Borrower or any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value, renewal or refinancing thereofif applicable) of the intercompany Indebtedness so refinanced; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the aggregate principal amount Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of the RBL Facility, RBL Pari Debt, the Term Loan B Facility, Term Loan B Pari Debt or any Indebtedness constituting Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guaranty of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guaranty shall be subordinated to the Guaranty of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party is subordinated in right of payment to the Loans (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be extendedexpressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (e) (i) other than as set forth in the following clause (iii), renewed Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or refinanced does improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not increase from that amount outstanding to exceed the greater of $47,500,000 and 3.25% of Total Assets, in each case determined at the time of incurrence (together with any such extensionPermitted Refinancings thereof) at any time outstanding, renewal or refinancing(ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m), plus accrued and unpaid interest and cash fees and expenses (iii) Attributable Indebtedness (including premiumCapitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar equipment) in aggregate amount not to exceed the greater of $32,500,000 and 2.125% of Total Assets, in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding and (iv) any Permitted Refinancing of any of the foregoing; (f) Indebtedness in respect of Swap Contracts that, individually, or in pairings or groups, (i) are designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks (including in respect of forecasted production) and entered into Not For Speculative Purposes and (ii) in connection with a proposed or pending acquisition of Oil and Gas Properties (a “Proposed Acquisition”), in respect of incremental hedging contracts with respect to the Loan Parties’ reasonably anticipated projected production from the total Proved Reserves of the Borrower and its Restricted Subsidiaries as forecast based upon the most recent Reserve Report having notional volumes not in excess of 15% of the Loan Parties’ existing projected production prior to the consummation of such renewalProposed Acquisition (such that the aggregate shall not be more than 100% of the reasonably anticipated projected production prior to the consummation of such Proposed Acquisition) for a period not exceeding 36 months from the date such hedging arrangement is created during the period between (1) the date on which such Loan Party signs a definitive acquisition agreement in connection with a Proposed Acquisition and (2) the earliest of (A) the date of consummation of such Proposed Acquisition, replacement (B) the date of termination of such Proposed Acquisition and (C) 90 days after the date of execution of such definitive acquisition agreement; provided however all such incremental hedging contracts permitted under this clause (ii) entered into with respect to a Proposed Acquisition must be terminated or extension; provided, however, that unwound within 90 days following the date of termination of such refinancing Indebtedness: Proposed Acquisition; (g) Indebtedness of the Borrower or any Restricted Subsidiary (x) incurred or (y) has assumed in connection with any Permitted Acquisition or similar Investment so long as, in the case of Indebtedness assumed pursuant to clause (y) hereof, such Indebtedness is not incurred in contemplation of such Permitted Acquisition or similar Investment, and any Permitted Refinancing thereof; provided that, after giving pro forma effect to such Permitted Acquisition or similar Investment and the assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) the greater of $40,000,000 and 2.625% of Total Assets at any time outstanding plus (y) any additional amount of such Indebtedness so long as (i) if such Indebtedness is unsecured, either (A) the Consolidated Total Net Leverage Ratio determined on Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than the Consolidated Total Net Leverage Ratio immediately prior thereto or (B) the Borrower would be permitted to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(y) of the definition thereof, (ii) if such Indebtedness is secured, either (A) the Borrower would be entitled to incur $1.00 of Permitted Ratio Debt pursuant to clause (ii)(x) of the definition thereof or (B) solely with respect to Indebtedness assumed under clause (y) hereof, the Consolidated Secured Net Leverage Ratio determined on a Pro Forma Basis (determined without netting the cash proceeds of any such Indebtedness) would be lower than immediately prior thereto; provided that in the case of Indebtedness incurred pursuant to clause (x) hereof, any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(s) and 7.03(q), does not exceed in the aggregate at any time outstanding the greater of $47,500,000 and 3.25% of Total Assets, in each case determined at the time of incurrence and (iii) shall have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is secured and have a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less shorter than the longest remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedFacilities; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viih) Indebtedness incurred in representing deferred compensation to employees of the ordinary course Borrower (or any direct or indirect parent thereof) or any of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage its Restricted Subsidiaries incurred in the ordinary course of business; (xii) Indebtedness arising consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) obligations in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (i) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of $67,500,000 and 4.50% of Total Assets at any time outstanding plus (y) 100% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the honoring sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has not been applied to incur debt pursuant to this clause (m)(y), to make Restricted Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n), (v), (w), (y) or (z) or to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)) and (ii) Permitted Refinancing thereof; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by a the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank or other financial institution of a checkguarantees, draft bankers’ acceptances or similar instrument drawn against insufficient funds instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; (q) (i) secured Indebtedness incurred on (x) a pari passu basis with the Term Loan B Facility or (y) a pari passu or junior lien basis to the Facility, and (ii) unsecured Indebtedness, in an aggregate principal amount, when aggregated with the principal amount of Incremental Term Loans pursuant to Section 2.14(d)(v)(A) and the Incremental Term Loan B Base Amount at such time, not to exceed $150,000,000; provided that such Indebtedness shall (A) in the case of clause (i)(x) above, have a maturity date that is extinguished within two after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (i)(y) and (ii) above, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (B) have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities, (C) if such Indebtedness is secured on a junior lien basis by a Loan Party, be subject to the RBL Intercreditor Agreement, the Term Loan Intercreditor Agreement and the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Term Loan B Facility or any Term Loan B Pari Debt or a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) subject to the RBL Intercreditor Agreement, the Term Loan Intercreditor Agreement and, if applicable, the Pari Passu Lien Intercreditor Agreement and (D) have covenants and events of default (excluding, for the avoidance of doubt, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of its such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Indebtedness, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility); provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g) or 7.03(s), does not exceed in the aggregate at any time outstanding, the greater of $47,500,000 and 3.25% of Total Assets, in each case determined at the time of incurrence; (xiir) (x) severance, pension Indebtedness associated with bonds or surety obligations required by any Law or by Governmental Authorities in connection with the operation of Oil and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred Gas Properties in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiiis) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at Permitted Ratio Debt and any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.Permitted Refin

Indebtedness. The Borrower will shall not, and shall not contractpermit any of its Restricted Subsidiaries to, create, incurassume, assume incur or suffer otherwise become or remain obligated in respect of, or permit to exist be outstanding, any Indebtedness, Indebtedness except: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit DocumentsLoan Obligations; (iii) Indebtedness under Interest Rate Protection Hedge Agreements entered into with respect in order to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate, exchange rate or commodity price risks and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; purposes and (zii) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Cash Management Agreements so long as the entering entered into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (xc) Contingent Obligations to insurers required unsecured Indebtedness; provided, that (i) the Borrower shall be in connection compliance with worker’s compensation the Debt Incurrence Test; (ii) no Default or Event of Default has occurred and other insurance coverage incurred is continuing at the time of such incurrence or would exist after giving effect thereto; (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the ordinary course of business; Loan Obligations; (xiiv) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of its incurrence; control or asset sale and acceleration rights after an event of default or reasonable and customary AHYDO catchup payments) or have a final maturity date, in each case prior to the date occurring 180 days following the Latest Maturity Date (xiiin effect as of the date such Indebtedness is incurred) (xprovided that any Indebtedness that automatically converts to, or is exchangeable into, notes or other Indebtedness that meet this clause (iv) severance, pension and health and welfare retirement benefits or shall be deemed to satisfy this condition so long as the equivalent Borrower irrevocably agrees at the time of the issuance thereof to current take all actions necessary to convert or exchange such Indebtedness); (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and former employees any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); (vi) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party and (vii) prior to the incurrence of such Indebtedness the Borrower shall have delivered to the Administrative Agent a certificate from an Authorized Signatory of the Borrower incurred in certifying as to compliance with the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees requirements of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in preceding clauses (i) through (xiiivi) above (and containing calculations, in form and substance satisfactory to the Administrative Agent with respect to clause (i) above.) and that the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection and redemption premiums) are no more restrictive or onerous, taken as a whole, than the terms applicable to the Borrower and its Restricted Subsidiaries under this Agreement and the other Loan Documents; (d) Indebtedness existing on the Restatement Effective Date and set forth on Schedule 6; (e) Indebtedness incurred in connection with Capitalized Lease Obligations, Permitted Purchase Money Indebtedness and mortgage financings in an aggregate amount not to exceed the greater of (i) $75,000,000 and (ii) two percent (2.0%) of Consolidated Total Assets (calculated at the time of incurrence thereof);

Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Existing Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v6.04 (as reduced by any permanent repayments of principal thereof) (“Existing Indebtedness”) and and, in each case, any subsequent extension, renewal or refinancing thereof; , provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding (or, in the case of a revolving line of credit, the amount committed on the Closing Date (as reduced by any permanent commitment reductions thereunder)) at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at neither the time such refinancing Indebtedness is incurred which is not less than final maturity nor the remaining Weighted Average Life to Maturity of the such Indebtedness being extendedis decreased, renewed or refinanced; and (z) such Indebtedness, if subordinated to the extent such refinancing Indebtedness extendsObligations, renews or refinances Indebtedness remains so subordinated or pari passu on terms no less favorable to the Term LoansLenders, and the original obligors in respect of such refinancing Indebtedness is subordinated or pari passu to remain the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedonly obligors thereon; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viiiii) Indebtedness incurred in of the ordinary course of business in respect of netting servicesBorrower and the Restricted Subsidiaries under Interest Rate Protection Agreements or Other Hedging Agreements, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of 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; (ixiv) Indebtedness of the Borrower and the Restricted Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness described in Section 6.01(vii), provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness permitted by this clause (iv) exceed $25,000,000 at any time outstanding; (v) Indebtedness constituting Intercompany Loans to the extent permitted by Section 6.05(viii); (vi) Indebtedness consisting of guaranties or other Contingent Obligations for customs, stay, performance, appeal, judgment, replevin (x) by the Borrower and similar bonds and suretyship arrangements, and completion guarantees the Wholly-Owned Restricted Subsidiaries that are Subsidiary Guarantors of each other’s Indebtedness and other obligations permitted under this Agreement (other than guaranties of Non-Recourse Indebtedness, Permitted Funding Indebtedness or any Indebtedness permitted under Section 6.04(xvii); provided that the Borrower (but no other Credit Party) may, on an unsecured basis, guarantee the Permitted Funding Indebtedness of a like natureSubsidiary Guarantor), all (y) by Wholly-Owned Restricted Subsidiaries that are not Credit Parties of each other’s Indebtedness or other contractual obligations permitted under this Agreement (in the ordinary course each case other than guaranties of businessNon-Recourse Indebtedness or Securitization Indebtedness) and (z) of Indebtedness and other obligations (including any Permitted Funding Indebtedness) so long as such guaranty or other Contingent Obligation is otherwise permitted as an Investment under Section 6.05 (other than Section 6.05(xi)); (vii) Indebtedness of a Restricted Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) Contingent Obligations to insurers required such Indebtedness was not incurred in connection with worker’s compensation with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness is not guaranteed in any respect by the Borrower or any Restricted Subsidiary (other than any acquired Person that becomes a Restricted Subsidiary) and (z) the aggregate principal amount of all Indebtedness permitted by this clause (vii) (other insurance coverage incurred in the ordinary course of businessthan Permitted Funding Indebtedness) shall not exceed $50,000,000; (xiviii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that so long as such Indebtedness is extinguished within two three Business Days of its incurrence; (xiiix) Indebtedness of the Borrower and the Restricted Subsidiaries with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any Restricted Subsidiary or in connection with judgments that do not result in a Default or an Event of Default; (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness of the Borrower or any Restricted Subsidiary which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in connection with transactions otherwise permitted hereunder, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 6.04(vi); (xi) Permitted Funding Indebtedness; (xii) Non-Recourse Indebtedness; (xiii) to the extent constituting Indebtedness, Indebtedness under Excess Spread Sales incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiiiA) additional Indebtedness of the Borrower or any Restricted Subsidiary which may be deemed to exist pursuant to earn-out arrangements upon the achievement of certain future performance goals of the respective Acquired Entity in connection with Permitted Acquisitions, so long as any such obligations are those of the Person making the respective Permitted Acquisition and are not guaranteed by any other Person except as permitted by Section 6.04(vi) and (B) any Indebtedness of the Borrower or any Restricted Subsidiary which may be deemed to exist pursuant to any deferred purchase price, installment payment or similar arrangement in connection with the purchase of MSR, Servicing Advances, REO Assets, servicing rights, Residual Interests Excess Spreads, residential or commercial mortgage loans or Securitization Assets, provided such Indebtedness is on terms consistent with standards acceptable to the industry; (xv) [reserved]; (xvi) [reserved]; (xvii) Indebtedness of any Restricted Subsidiary that is a general partner of a Permitted Fund solely as a result of such Restricted Subsidiary being a general partner of a Permitted Fund but only so long as such Restricted Subsidiary is in compliance with Section 6.13; (xviii) Permitted Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements, in each case incurred in the ordinary course of business; (xix) so long as no Default or Event of Default then exists or would result therefrom, additional unsecured Indebtedness incurred by the Borrower and the Restricted Subsidiaries (other than a Non-Recourse Entity) in an aggregate principal amount not to exceed $500,000 in aggregate principal amount outstanding 50,000,000 at any timeone time outstanding; (xx) Indebtedness consisting of undrawn letters of credit and reimbursement obligations with respect to letters of credit issued for the benefit of the Borrower or any Restricted Subsidiary; provided that the aggregate face amount of all such letters of credit at any time outstanding shall not exceed L/C Cap; (xxi) Permitted External Refinancing Debt of any Credit Party, and any Permitted Refinancing thereof; and (xivxxii) all premiums Indebtedness of the Credit Parties in respect of the Second Lien Senior Subordinated PIK Toggle Notes in an aggregate principal amount of up to $250,000,000 plus the amount of any increase in the outstanding principal amount thereof as a result of the issuance of PIK Interest (if anyas defined in the Second Lien Senior Subordinated PIK Toggle Notes Indenture) in connection therewith, in each case, at any time outstanding, less the aggregate amount of any principal payments made thereon (other than in connection with a Permitted Refinancing thereof), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveany Permitted Refinancing thereof.

Indebtedness. The Borrower will not contractshall not, nor shall permit any other member of the Borrower Affiliated Group to, create, incur, assume assume, guarantee or suffer be or remain liable with respect to exist any Indebtedness, exceptIndebtedness other than the following: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiia) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations to the Lender under any Loan Document; (b) Indebtedness in respect of current liabilities, other than for borrowed money, of the Borrower Affiliated Group incurred in the ordinary course of business and of a type and magnitude consistent with past practices; (c) Indebtedness in respect of capital leases and purchase money Indebtedness (including security interests of the Borrower Affiliated Group representing obligations permitted to be incurred by the terms of this Agreement and incurred in respect the ordinary course of mortgagesbusiness and consistent with past practices; provided, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iiic) shall not exceed $5,000,000 1,000,000 at any one time outstanding; (ivd) Indebtedness under existing on the date of this Agreement and disclosed on Exhibit C hereto (including any replacements, refinancings or refundings thereof which do not have the effect of increasing the principal amount thereof, fees thereon (other than reasonable and customary fees), or the amortization thereof, or of shortening the maturity date thereof other than, if as a Permanent Term Loanresult of such shortening, the maturity date of such Indebtedness is a date after the date which is 6 months after the latest maturity date of the Loans hereunder); (ve) Indebtedness outstanding The TA Subordinated Debt, provided that (A) all such TA Subordinated Debt (including any payment-in-kind promissory notes issued thereunder) shall at all times be and remain subordinated, on the Closing Date terms contained in the Subordination Agreement, to the Obligations, and listed on Schedule 10.04(v(B) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the TA Subordinated Debt shall not exceed an aggregate principal amount of $20,000,000 (plus the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding evidenced by any payment-in-kind promissory notes issued thereunder and any accrued interest) at the any one time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedoutstanding; (vif) Investments Indebtedness secured by Encumbrances permitted under Section 10.05 to the extent constituting Indebtednessby Sections 6.5(c) and (g), respectively; (viig) Indebtedness incurred of any Guarantor in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees favor of the Borrower; (xiiih) additional Unsecured Indebtedness of any member of the Borrower not Affiliated Group to exceed $500,000 in aggregate principal amount outstanding at any timeanother member of the Borrower Affiliated Group; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveGuarantees by any member of the Borrower Affiliated Group with respect to any Indebtedness of another member of the Borrower Affiliated Group permitted by this Section 6.1 or Section 6.2.

Indebtedness. The Borrower will not, and will not contractpermit any Restricted Subsidiary to, create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptexcept that: (a) the Borrower may become and remain liable with respect to the Indebtedness evidenced by the Series E First Mortgage Notes and Long Term Funded Debt incurred in connection with any extension, renewal, refunding or refinancing of Indebtedness evidenced by the Series E First Mortgage Notes, provided, that the principal amount of such Long Term Funded Debt shall not exceed the principal amount of such Indebtedness evidenced by the Series E First Mortgage Notes, together with any accrued interest and prepayment charges with respect thereto, being extended, renewed, refunded or refinanced; (b) the Borrower may become and remain liable with respect to the Indebtedness evidenced by the Existing Credit Agreement and Long Term Funded Debt incurred in connection with any extension, renewal, refunding or refinancing of Indebtedness evidenced by the Existing Credit Agreement, provided, that the principal amount of such Long Term Funded Debt shall not exceed the principal amount of such Indebtedness evidenced by the Existing Credit Agreement, together with any accrued interest and prepayment charges with respect thereto, being extended, renewed, refunded or refinanced; (c) subject to Section 8.4(c) any Restricted Subsidiary may become and remain liable with respect to unsecured Indebtedness of such Restricted Subsidiary owing to the Borrower or to a Wholly-Owned Restricted Subsidiary, and the Borrower may become and remain liable with respect to unsecured Indebtedness owing to a Wholly-Owned Restricted Subsidiary provided it is subordinated to the Obligations at least to the extent provided in the subordination provisions set forth in Exhibit F; (d) the Borrower may become and remain liable with respect to unsecured Indebtedness of the Borrower owing to the General Partner or an Affiliate of the General Partner, provided, that (i) the aggregate principal amount of such Indebtedness outstanding at any time shall not be in excess of $50,000,000 and (ii) such Indebtedness is created and is outstanding under an agreement or instrument pursuant to which such Indebtedness is subordinated to the Obligations at least to the extent provided in the subordination provisions set forth in Exhibit F; (e) the Borrower may become and remain liable with respect to Indebtedness incurred pursuant to this Agreement and the other Credit Loan Documents; (iif) the Borrower and its Restricted Subsidiaries may become and remain liable with respect to the Indebtedness described on Schedule 6.7; (g) the Borrower may become and remain liable with respect to obligations under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposeshedge interest rate risk; (iiih) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided any Person that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date becomes a Restricted Subsidiary may become and remain liable with respect to any Indebtedness to the extent such Indebtedness existed at the time such Person became a Subsidiary (and was not incurred in anticipation of such Person becoming a Subsidiary); provided, that (x) immediately before and after giving effect to such Person becoming a Restricted Subsidiary, no Default or Event of Default shall exist and (y) if such Indebtedness is secured, such Liens are permitted under Section 8.3(h); (i) the Borrower and any Restricted Subsidiary may become and remain liable with respect to Indebtedness relating to any business acquired by this clause or contributed to the Borrower or such Restricted Subsidiary or which is secured by a Lien on any property or assets acquired by or contributed to the Borrower or such Restricted Subsidiary to the extent such Indebtedness existed at the time such business or property or assets were so acquired or contributed (iiiand was not incurred in anticipation thereof) exceed and if such Indebtedness is secured by such property or assets, such security interest (x) does not extend to or cover any other property of the Borrower or any of the Restricted Subsidiaries and (y) is permitted under Section 8.3(h), and that immediately after giving effect to such acquisition or contribution, no Default or Event of Default shall exist; (j) Capitalized Lease Liabilities not in excess of $5,000,000 10,000,000 at any one time outstanding; (ivk) the Borrower may become and remain liable with respect to Indebtedness incurred by the Borrower (i) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Borrower in accordance with GAAP) of or additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to Assets or (ii) by assumption of Indebtedness in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to Assets or to extend, renew, refund or refinance any such Indebtedness; provided, that (x) the amount of such assumed Indebtedness shall not exceed the purchase price of such additions and (y) any such extensions, renewals, refundings or refinancings of any such Indebtedness shall not exceed the principal amount thereof; and (l) The Borrower may incur any other Indebtedness not described in clauses (a) through (k) of this Section 8.1 in an amount not in excess of $5,000,000. Further, notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, the Borrower will not permit AEPLP or any of its Subsidiaries to create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, other than (i) Indebtedness under a Permanent Term Loan; of the type described in Section 8.1(c), (vii) the Indebtedness outstanding of AEPLP on the Closing Date date of closing of the Columbia Acquisition, as disclosed in the Columbia Purchase Agreement (which amount was not in excess of $10,000,000), and listed on Schedule 10.04(v(iii) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided the Indebtedness of AEPLP owing to the Borrower which is evidenced by the Intercompany Note to the extent that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced outstanding thereunder does not increase from that amount outstanding at exceed $137,997,000. Notwithstanding the time of any such extensionforegoing, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premiumSection 8.1(i) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (zk) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred shall not have an outstanding aggregate amount in the ordinary course excess of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above50,000,000.00.

Indebtedness. The Borrower will not contractBorrowers shall not, nor shall the Company permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (iib) Non-Priority Indebtedness of the Company; (c) Non-Priority Indebtedness of Subsidiaries of the Company that are Subsidiary Guarantors; (d) Indebtedness under Interest Rate Protection Agreements entered into outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; provided further that the direct or contingent obligor with respect to other such Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are is not for speculative purposes;changed. (iiie) Indebtedness of the Borrower evidenced Company or any Subsidiary to the Company or any Subsidiary; (f) guarantees by Capitalized Lease Obligations and purchase money Indebtedness (including obligations the Company or any Subsidiary in respect of mortgagesIndebtedness otherwise permitted hereunder of any Subsidiary, industrial revenue bondsother than guarantees by a Domestic Subsidiary in respect of Indebtedness of a Foreign Subsidiary; (g) Indebtedness incurred to finance the acquisition, industrial development bonds construction or improvement of any fixed or capital assets, including under Capitalized Leases and similar financings) described Synthetic Leases, and any Indebtedness assumed in Section 10.01(vii); connection with the acquisition of any assets or secured by a Lien on 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 in no event shall the aggregate outstanding principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iiig) exceed $5,000,000 shall not at any one time outstandingexceed $50,000,000 (but, if recourse to such Person is limited to such property, then the amount of such Indebtedness of such Person shall be deemed to be limited to the lesser of (i) the outstanding amount of such secured Indebtedness, and (ii) the fair market value of the property subject to such Lien); (ivh) Indebtedness under of any Person that becomes a Permanent Term Loan; (v) Indebtedness outstanding on Subsidiary or that is merged with or into the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal Company or refinancing thereofa Subsidiary after the date hereof or related to assets or properties described in Section 7.01(k); provided that the aggregate principal amount of the such Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding exists (i) at the time such Person becomes a Subsidiary and is not created in contemplation of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewalPerson becoming a Subsidiary, replacement or extension; provided, however, that such refinancing Indebtedness: (yii) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness the property or asset is incurred which acquired, as applicable, and is not less created in contemplation of or in connection with such acquisition; (i) Indebtedness in connection with any Permitted Receivables Securitization Facility and Indebtedness created in connection with Recourse Obligations for credit enhancement or liquidity purposes, pursuant to any agreement pursuant to which the Company and certain of its Subsidiaries agree to sell, assign, pledge and transfer to a credit insurance provider or other similar entities certain Recourse Obligations; and (j) Indebtedness (other than guarantees of Indebtedness of the Company) of Foreign Subsidiaries other than the remaining Weighted Average Life to Maturity Designated Borrower; (k) Indebtedness of the Indebtedness being extendedany Subsidiary in respect of media production-level financings, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu financings are non-recourse to the Term Loans, such refinancing Indebtedness is subordinated Company or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeSubsidiary Guarantor; and (xivl) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional other Indebtedness of the Company or contingent interest on its Subsidiaries in an aggregate principal amount not exceeding the excess of 15% of Consolidated Net Worth over the aggregate outstanding amount of obligations described secured by Liens incurred in clauses (iaccordance with Section 7.01(t) through (xiii) aboveat any time outstanding.

Indebtedness. The Borrower Credit Parties will not not, nor will they permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising or existing under this Credit Agreement and the other Credit Documents; (b) Indebtedness existing as of the Closing Date as set forth on Schedule 6.1(b) and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (c) Indebtedness incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness (excluding any such Indebtedness consisting of a Sale-Leaseback Transaction permitted under Interest Rate Protection Section 6.12 to the extent such lease is deemed to be a Capital Lease) shall not exceed $10,000,000 at any time outstanding; (d) Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into with respect in order to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate or exchange rate risks and are not for speculative purposes; (iiie) Indebtedness owed from a Credit Party to another Credit Party; (f) Guaranty Obligations in respect of Indebtedness and other obligations of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Subsidiary to the extent such refinancing Indebtedness extendsor other obligation is permitted to exist or be incurred pursuant to this Section 6.1, renews or refinances Indebtedness subordinated or pari passu in each case to the Term Loans, extent the related Investment made by the provider of such refinancing Indebtedness Guaranty Obligation is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedpermitted under Section 6.5; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viig) Indebtedness incurred in evidenced by the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeNew Jersey Liquor License Notes; and (xivh) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described other unsecured Indebtedness of Credit Parties which does not exceed $10,000,000 in clauses (i) through (xiii) abovethe aggregate at any time outstanding.

Indebtedness. The Borrower SAI will not, and will not contractpermit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to existing on the date hereof and set forth in Schedule 6.1(a) of this Agreement and extensions, renewals and replacements of any such Indebtedness that (w) do not increase the outstanding principal amount thereof, (x) do not have a stated maturity or weighted average life that is earlier or shorter than that of the debt being refinanced, (y) do not have financial or other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into terms that are materially less favorable to SAI with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after GS than the Closing Date permitted by this clause Indebtedness being refinanced, and (iiiz) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding is subordinated on terms no less favorable to GS than the Closing Date and listed on Schedule 10.04(v) debt being refinanced if such refinanced debt is subordinate to the Obligations (“Existing Indebtedness”); (b) the Junior Subordinated Indebtedness, and any subsequent extensionamendments, renewal modifications, restatements, restructurings, extensions, compositions, forbearances or refinancing refinancings thereof; , provided that the aggregate amount of Junior Subordinated Indebtedness shall not exceed $15,000,000 plus accrued interest (which may be in the form of additional Junior Subordinated Indebtedness or may be accrued to the principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Junior Subordinated Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced); (vic) Investments permitted under Section 10.05 the Senior Subordinated Indebtedness, and any amendments, modifications, restatements, restructurings, extensions, compositions, forbearances or refinancings thereof, provided that the aggregate amount of Senior Subordinated Indebtedness shall not exceed $70,000,000 plus accrued interest (which may be in the form of additional Senior Subordinated Indebtedness or may be accrued to the extent constituting principal amount of such Senior Subordinated Indebtedness) provided that new subordinated debt permitted pursuant to Section 6.1(i) that is purchased by a holder of Senior Subordinated Indebtedness may be evidenced by the issuance to such Purchaser of additional notes under the Purchase Agreement; (viid) Indebtedness incurred the Obligations; (e) trade debt arising in the ordinary course of business in respect of netting for goods or services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiif) Indebtedness in respect under letters of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities credit to provide security for workers’ compensation claims and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage bank overdrafts incurred in the ordinary course of business; (xig) Indebtedness arising from the honoring by a bank related to letters of credit, bonds or other financial institution deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a checklike nature, draft or similar instrument drawn against insufficient funds in each case in the ordinary course of business; (h) Indebtedness related to purchase money financing and capital leases of equipment and facilities, used in connection with the business, subject to Section 2.01(f) of the Security Agreement; (i) Indebtedness having a maturity date not sooner than December 31, 2008 with no payments of principal or cash interest permitted prior to the later of the Expiry Date and the date on which all Obligations under this Agreement have been Paid in Full, which subordination is evidenced by a customary subordination agreement substantially in the form of the Collateral Agency, Subordination and Intercreditor Agreement, in an aggregate amount at any one time outstanding in excess of $20,000,000 plus accrued interest (which may be in the form of additional Indebtedness or may be accrued to the principal amount of such Indebtedness), provided that the aggregate amount of such subordinated debt at any one time outstanding may exceed $20,000,000 plus accrued interest (which may be in the form of additional Indebtedness or may be accrued to the principal amount of such Indebtedness) if Section 5.6(a) is extinguished within two Business Days and remains satisfied for so long as such aggregate amount of its incurrence;subordinated debt issued pursuant to this Section 6.1 remains in excess of $20,000,000 plus accrued interest (which may be in the form of additional Indebtedness or may be accrued to the principal amount of such Indebtedness); and (xiij) (x) severanceUnsecured Indebtedness related to SAI’s restructuring or early termination of existing operating leases of MD-80 Aircraft, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 10,000,000 in the aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described until the Obligations have been Paid in clauses (i) through (xiii) aboveFull.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to under this Agreement and the other Credit Loan Documents; (iii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into Term Loan Indebtedness; provided, that (A) the Loan Parties may make and the Term Loan Agent may receive and retain payments of such Interest Rate Protection Agreements are bona fide hedging activities principal and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations interest in respect of mortgagesthe Term Loan Indebtedness in accordance with the terms of the Term Loan Documents as in effect on the date hereof; provided, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in the event that Borrower is required to make any Permitted Excess Cash Flow Prepayment (as defined in the Term Loan Intercreditor Agreement), Borrower shall deliver the Borrowing Base Certificate as required under Section 5.01(d) and, to the extent permitted under the Term Loan Intercreditor Agreement, may make such payment no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case later than two (2) Business Days after the Closing Date receipt by Administrative Agent of such Borrowing Base Certificate, and (B) the Loan Parties shall not amend, modify, alter or change (1) the repayment terms of the Term Loan Indebtedness as in effect on the date hereof if the effect of such amendment, change or modification will change to earlier dates any scheduled dates for the payment of principal or interest of the Term Loan Indebtedness or (2) any other provision of the Term Loan Documents not related to the repayment terms of the amount Term Loan Indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof except to the extent permitted by this clause in the Term Loan Intercreditor Agreement and (iiiii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) such other Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v6.01(b); (c) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates or currencies or commodity pricing entered into in the ordinary course of business and not for speculative purposes; provided, that if such Hedging Obligations relate to interest rates on Indebtedness, (“Existing Indebtedness”i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and any subsequent extension, renewal or refinancing thereof; provided that (ii) the aggregate notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any which such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedHedging Obligations relate; (vid) Investments Indebtedness resulting from Investments, including loans or advances permitted under by Section 10.05 to the extent constituting Indebtedness6.04; (viie) Indebtedness incurred in the ordinary course of business Borrower and its Subsidiaries in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements Purchase Money Obligations and other similar services Capital Lease Obligations in connection with cash management and deposit accounts and an aggregate amount not to exceed $2,500,000 at any time outstanding; (f) Indebtedness in connection with respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or surety bonds issued for the honoring account of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such workers’ compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or surety obligations (in each case, obligations under any Treasury Services Agreementscase other than for an obligation for money borrowed); (viiig) Indebtedness Contingent Obligations of any Company in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposesIndebtedness otherwise permitted under this Section 6.01; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xih) 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, provided however that such Indebtedness is extinguished within two five (5) Business Days of its incurrence; (xiii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness arising in connection with endorsement of the Borrower incurred instruments for deposit in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiiij) additional Indebtedness which represents an extension, refinancing, renewal or replacement of any of the Indebtedness described in clauses (b), (c) and (e); provided, that (A) any such Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being extended, renewed, refinanced or replaced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, (C) if subordinated, such Indebtedness remains so subordinated on terms no less favorable to the Administrative Agent and the Lenders than those contained in the Indebtedness being extended, renewed, refinanced or replaced and (D) no Default or Event of Default has occurred or is continuing or would result therefrom; (k) Indebtedness of Borrower or a Subsidiary in connection with the acquisition (including by way of merger, consolidation, amalgamation or otherwise) of assets or a new Subsidiary; provided, that such Indebtedness was incurred by the prior owner of such assets or such Subsidiary prior to such acquisition by Borrower or one of its Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by Borrower or one of its Subsidiaries; provided further that the aggregate amount of such Indebtedness, together with any other outstanding Indebtedness incurred pursuant to this clause (k) does not exceed $5,000,000 at any time outstanding; (l) Indebtedness incurred by Foreign Subsidiaries and any extension, refinancing, renewal or replacement thereof, in an aggregate amount not to exceed the Dollar Equivalent of $2,500,000 at any time outstanding; (m) Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out and similar obligations incurred in connection with any Permitted Acquisition and the Acquisition; (n) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (o) Shareholder Subordinated Indebtedness; (p) unsecured Indebtedness in respect of the repurchase or redemption of Equity Interests of Holdings, the Borrower or any of the Subsidiaries issued to employees, officers, or directors of, or other service providers to, Holdings, the Borrower or any of the Subsidiaries, in an aggregate principal amount not to exceed $500,000 in aggregate principal amount outstanding 1,000,000 at any timetime outstanding; (q) Indebtedness (which Indebtedness, if unsecured shall be included as unsecured Indebtedness for the purposes of Section 6.01(r) below and if secured shall be included as a liability for the purposes under Section 6.02(u)) arising under Hedging Agreements which are not entered into for speculative purposes and are intended to provide protection against fluctuations in interest rates or foreign currency exchange rates; and (xivr) unsecured Indebtedness of any Loan Party in an aggregate principal amount for all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveLoan Parties not to exceed $7,500,000 at any time outstanding.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (ia) Indebtedness incurred pursuant to under this Agreement and the other Credit Loan Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (vi) Indebtedness outstanding on the Closing Third Amendment Effectiveness Date and listed on Schedule 10.04(v6.01(b), (ii) refinancings or renewals thereof or of the Indebtedness under clauses (“Existing Indebtedness”iii) and any subsequent extension, renewal or refinancing thereof(iv) below; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be extendedpaid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced does not increase from that amount outstanding at and (C) the time covenants, events of any such extensiondefault, renewal or refinancing, plus accrued subordination and unpaid interest and cash fees and expenses other provisions thereof (including premiumany guarantees thereof) incurred shall be, in connection with such renewalthe aggregate in all material respects, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life no less favorable to Maturity at the time such refinancing Indebtedness is incurred which is not less Lenders than the remaining Weighted Average Life to Maturity of those contained in the Indebtedness being extended, renewed or refinanced; (iii) the Senior Subordinated Notes and Senior Subordinated Note Guarantees issued on the Original Closing Date (z) to including any notes and guarantees issued in exchange therefor in accordance with the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness registration rights document entered into in connection with the honoring issuance of a bank the Senior Subordinated Notes and Senior Subordinated Note Guarantees); (iv) the New Senior Subordinated Notes and New Senior Subordinated Note Guarantees issued on the Second Amendment Effectiveness Date (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 New Senior Subordinated Notes and New Senior Subordinated Note Guarantees); and (v) additional Senior Subordinated Notes and Senior Subordinated Note Guarantees issued after the Third Amendment Effectiveness Date (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of such additional Senior Subordinated Notes and Senior Subordinated Note Guarantees) in an aggregate amount not to exceed $150.0 million less the aggregate amount of any Additional Term Loans, and additional Senior Subordinated Note Guarantees issued after the Original Closing Date in accordance with the indenture governing the Senior Subordinated Notes by any Subsidiary Guarantor formed or other financial institution of a check, draft or similar instrument drawn against insufficient funds in acquired after the ordinary course of business, including in each case, obligations under any Treasury Services AgreementsOriginal Closing Date; (viiic) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities Purchase Money Obligations and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangementsCapital Lease Obligations, and completion guarantees and other obligations of a like naturerefinancings or renewals thereof, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower an aggregate amount not to exceed $500,000 in aggregate principal amount outstanding 20.0 million at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.time outstanding;

Indebtedness. The (a) Holdings and the Borrower will not, and will not contractpermit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (i) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred pursuant to this Agreement and the other Credit DocumentsSection 2.20, 2.21 or 2.24); (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other (A) outstanding on the Effective Date and listed on Schedule 6.01 and any Permitted Refinancing thereof and (B) that is intercompany Indebtedness permitted under this Section 10.04 so long as among Holdings, the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Borrower and/or the Restricted Subsidiaries outstanding on the date hereof and are not for speculative purposesany Permitted Refinancing thereof; (iii) Indebtedness of Guarantees by Holdings, the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations the Restricted Subsidiaries in respect of mortgagesIndebtedness of Holdings, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii)the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all (A) such Indebtedness incurred or assumed in each case after the Closing Date Guarantee is otherwise permitted by this clause Section 6.04, (iiiB) exceed $5,000,000 no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to the Guarantee Agreement and (C) if the Indebtedness being Guaranteed is subordinated to the Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan Document Obligations on terms at any one time outstandingleast as favorable to the Lenders as those contained in the subordination of such Indebtedness; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on of Holdings, the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and Borrower or of any subsequent extensionRestricted Subsidiary owing to any other Restricted Subsidiary, renewal the Borrower or refinancing thereofHoldings to the extent permitted by Section 6.04; provided that the aggregate principal amount of the all such Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, Loan Party owing to any Restricted Subsidiary that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than a Loan Party shall be subordinated to the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and Loan Document Obligations (z) to the extent any such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated outstanding at any time after the date that is 30 days after the Effective Date or pari passu to the Term Loans at least to the same extent such later date as the Indebtedness being extended, renewed or refinanced; Administrative Agent may reasonably agree) (vi) Investments permitted under Section 10.05 but only to the extent constituting Indebtedness; permitted by applicable law and not giving rise to material adverse Tax consequences) on terms (viiA) Indebtedness incurred at least as favorable to the Lenders as those set forth in the ordinary course form of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with intercompany note attached as Exhibit H or (B) otherwise reasonably satisfactory to the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services AgreementsAdministrative Agent; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not contract, (a) No Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except:except (without duplication): (i) Indebtedness incurred pursuant secured by purchase money security interests and Capital Leases permitted in Section 6.7(c) and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to this Agreement extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Party, Agent or any Lender, as determined by Agent, than the other Credit Documentsterms of the Indebtedness or Capital Lease being refinanced, amended or modified; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to the Loans and the other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesObligations; (iii) Indebtedness of unfunded pension fund and other employee benefit plan obligations and liabilities to the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date extent they are permitted by this clause (iii) exceed $5,000,000 at any one time outstandingto remain unfunded under applicable law; (iv) existing Indebtedness under a Permanent Term Loan; described in Disclosure Schedule (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”6.3) and any subsequent extension, renewal refinancings thereof or refinancing thereof; provided amendments or modifications thereof that do not have the aggregate effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Party, Agent or any Lender, as determined by Agent, than the terms of the Indebtedness to be extendedbeing refinanced, renewed amended or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extensionmodified; provided, however, that such refinancing Indebtedness: this Section 6.3(a)(iv) shall not be applicable to Subordinated Debt; (yv) has unsecured, subordinated Indebtedness of Borrower evidenced by the Initial IDS Subordinated Notes issued on the Closing Date as a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity part of the Indebtedness being extendedRelated Transactions, renewed or refinanced; and in an aggregate principal amount that does not exceed at any time $85,000,000 (z) to less the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to amount of any repayments of principal thereof after the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedClosing Date); (vi) Investments permitted under Section 10.05 unsecured, subordinated Indebtedness of Borrower evidenced by any Initial IDS-Linked Subordinated Notes issued after the Closing Date as part of Initial IDS Securities required to be issued pursuant to the extent constituting Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof and all the Exchange Conditions (as defined in the Initial IDS Subordinated Notes Indenture) are satisfied at the time of such issuance and exchange, (B) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness, the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants and (C) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A) and (B) and containing the calculations demonstrating compliance with the preceding clause (B); (vii) Permitted Additional Subordinated Debt of Borrower, so long as (A) the aggregate outstanding principal amount thereof (excluding any PIK Amounts in respect thereof) does not exceed $25,000,000 at any time, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness incurred (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, (D) the terms of such Indebtedness otherwise comply with the provisions of the definition of Permitted Additional Subordinated Debt, (E) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance Permitted Additional Subordinated Debt of Borrower or (II) not later than 90 days after the date of issuance thereof, (x) to finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the Loans, and (F) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B), (C) and (D) and containing the calculations demonstrating compliance with the preceding clause (C); (viii) Indebtedness consisting of intercompany loans and advances made by a Credit Party to any other Credit Party; provided, that: (A) the Credit Party that is the recipient of any intercompany loan or advance (for purposes of this paragraph, the “Obligor”) shall have executed and delivered a demand note in the form of Exhibit 6.3(a)(viii) (an “Intercompany Note”) to evidence any such intercompany Indebtedness owing at any time to the Credit Party providing such intercompany loan or advance (for purposes of this paragraph, the “Holder”), which Intercompany Note shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations (except for any such Intercompany Note executed and delivered to Mid-Missouri Telephone); (B) Borrower, the applicable Obligor and the applicable Holder shall record all intercompany transactions on its respective books and records in a manner reasonably satisfactory to Agent; (C) the obligations of the applicable Obligor and the applicable Holder under any such Intercompany Note shall be subordinated to the Obligations of Borrower and each other Credit Party hereunder in accordance with the terms of the Intercompany Note; (D) at the time any such intercompany loan or advance is made by any Credit Party and after giving effect thereto, Borrower and such Credit Party shall be Solvent; (E) Agent has not delivered a notice to Borrower prohibiting such intercompany loans and advances following the occurrence and during the continuance of a Default or Event of Default; and (F) the aggregate amount of (I) intercompany loans to, capital contributions to and other Investments in Mid-Missouri Telephone shall not at any time exceed $2,000,000 for all Credit Parties combined and (II) intercompany loans by Mid-Missouri Telephone shall not at any time exceed $2,000,000; (ix) [Intentionally Omitted]; (x) Indebtedness constituting Hedging Obligations of Borrower required or permitted by Section 5.10; (xi) Guaranteed Indebtedness permitted by Section 6.6; (xii) Indebtedness of 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 Permitted Acquisitions or sales of assets permitted by this Agreement (so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person); (xiii) Indebtedness constituting temporary bank overdrafts in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreementsthat are promptly repaid; (viiixiv) [Intentionally Omitted]; (xv) unsecured, subordinated Indebtedness in respect of Hedging Agreements Borrower evidenced by any Subsequent IDS Subordinated Notes issued after the Closing Date under any Subsequent IDS Subordinated Notes Indenture, so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the entering into date of issuance thereof, (B) on a Pro Forma Basis after giving effect to the Incurrence of such Hedging Agreements are bona fide hedging activities Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and are (II) be in compliance with the Financial Covenants, (C) the terms of such Indebtedness otherwise comply with the provisions of the definitions of Subsequent IDS-Linked Subordinated Notes and Subsequent Non-IDS-Linked Subordinated Notes, (D) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance IDS Subordinated Notes or Permitted Additional Subordinated Debt of Borrower or (II) not for speculative purposes; (ix) Contingent Obligations for customslater than 90 days after the date of issuance thereof, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of businessLoans, and (yE) Indebtedness representing deferred compensation or stock-based compensation Borrower shall have furnished to employees Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the Borrower; preceding clauses (xiiiA), (B) additional Indebtedness of and (C) and containing the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timecalculations demonstrating compliance with the preceding clause (B); and (xivxvi) all premiums additional unsecured Indebtedness of Borrower, so long as (A) the aggregate outstanding principal amount thereof (excluding any PIK Amounts in respect thereof) does not exceed $5,000,000 at any time, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, and (D) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B) and (C) and containing the calculations demonstrating compliance with the preceding clause (C). (b) No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any), interest (including post-petition interest)or other amount payable in respect of any Indebtedness, fees, expenses, charges and additional or contingent interest on obligations described in clauses other than (i) through the Obligations; (xiiiii) aboveIndebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Sections 6.8(b) or (c); (iii) Indebtedness permitted by Section 6.3(a)(iv) upon any refinancing thereof in accordance with Section 6.3(a)(iv); (iv) Indebtedness permitted by Sections 6.3(a)(v), (vi) or (xv) upon any refinancing thereof in accordance with Section 6.3(a)(xv); (v) Indebtedness permitted by Section 6.3(a)(vii) upon any refinancing thereof in accordance with Section 6.3(a)(vii); (vi) Indebtedness permitted by Sections 6.3(a)(i) and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom; (vii) Indebtedness permitted by Section 6.3(a)(iii); and (viii) as otherwise permitted in Section 6.14.

Indebtedness. The Borrower None of the Credit Parties will not contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising under this Credit Agreement and the other Credit Documents; (iib) Indebtedness arising under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Senior Note Purchase Agreement, the Senior Note Indenture and are not for speculative purposesthe Senior Notes; (iiic) Indebtedness existing as of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause as referenced in Section 5.9 (iiiand renewals, refinancings or extensions thereof on terms and conditions no more favorable in any material respect (taken as a whole) exceed $5,000,000 to such Person than such existing Indebtedness (taking into account reasonable market conditions existing at any one time outstandingsuch time) and in a principal amount not in excess of that Indebtedness outstanding thereunder as of the date of such renewal, refinancing or extension); (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiid) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not current accounts payable or accrued expenses (other than for speculative purposes; (ixborrowed money or purchase money obligations) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xie) purchase money Indebtedness arising from incurred to finance the honoring by a bank purchase of fixed assets and Capital Lease Obligations generally (other than, and in addition to, as provided in Section 7.1(c)) and any renewals, refinancings or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessextensions thereof, provided that (i) the total of all such Indebtedness is extinguished within two Business Days and Capital Lease Obligations permitted by this subsection (e) shall not exceed the sum of its incurrencean aggregate principal amount of $1,000,000 at any one time outstanding; (ii) such Indebtedness and Capital Lease Obligations when incurred shall not exceed the purchase price of the asset financed plus reasonable transaction expenses related thereto; and (iii) no such Indebtedness and Capital Lease Obligations shall be refinanced for a principal amount in excess of the Indebtedness outstanding thereon at the time of such refinancing; (xiif) Indebtedness owing by the Borrower to a Guarantor, by a Guarantor to the Borrower or by a Guarantor to another Guarantor; (xg) severanceGuaranty Obligations of Indebtedness for borrowed money and Capital Lease Obligations, pension each to the extent otherwise permitted by this Section 7.1; (h) other Indebtedness (and health and welfare retirement benefits or including any letters of credit issued outside of this Credit Agreement) which does not exceed $1,000,000 in the equivalent thereof to current and former employees aggregate at any time outstanding; (i) obligations of the Borrower incurred in the ordinary course respect of business, Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timefor speculative purposes; and (xivj) all premiums (if any)Indebtedness of the Parent Company in respect of the Subordinated Debt. Notwithstanding the foregoing, interest (including post-petition interest), fees, expenses, charges and additional nothing in this Section 7.1 shall be deemed to permit the Borrower or contingent interest on obligations described any of its Subsidiaries to have any Guaranty Obligations in clauses (i) through (xiii) aboverespect of any Subordinated Debt.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed reflected on Schedule 10.04(v8.1(a) (“Existing Indebtedness”) to the Original Credit Agreement, including the refinancing of any such Indebtedness on terms and any subsequent extension, renewal conditions taken as a whole no less favorable to Holdings and its Subsidiaries or refinancing thereofthe Lenders; provided that all Senior Notes that remain outstanding on the first optional redemption date with respect thereto shall be redeemed in full on or promptly after such date; (b) Indebtedness consisting of the Loans and in connection with this Agreement; (c) Indebtedness incurred under the First Lien Facilities in an aggregate principal amount of not to exceed $270,000,000 (minus any amounts incurred by the Lenders under subsection 4.16) and Indebtedness incurred to be extendedrefinance, renewed renew or refinanced does not increase from that amount outstanding at the time of any replace such extension, renewal or refinancing, Indebtedness (plus accrued amounts for prepayment penalties and unpaid interest premiums and cash reasonable fees and expenses (including premium) incurred in connection with such renewal, replacement refinancing) in whole or extensionin part; provided that any refinancing thereof shall be in accordance with the terms of the Intercreditor Agreement; (d) unsecured Indebtedness of any Subsidiary of Bermuda Holdings owed to Bermuda Holdings or any Subsidiary of Bermuda Holdings; provided, however, that the aggregate amount of such refinancing Indebtedness: Indebtedness at any time outstanding (yexcluding Indebtedness otherwise permitted under this Section 8.1) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which that is not less than the remaining Weighted Average Life evidenced by Intercompany Notes subject to Maturity a second priority Lien in favor of the Indebtedness being extended, renewed Administrative Agent pursuant to the Collateral Agreement shall not exceed $20,000,000 plus the sum of any amounts dividended or refinanced; distributed by any Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Bermuda Holdings or any Credit Party pursuant to Section 8.3(c) and (zB) the aggregate amount of any investments made in Tier 2 Foreign Entities by Bermuda Holdings or any Credit Party pursuant to Section 8.6(b), and provided further that Indebtedness of any Subsidiary of Bermuda Holdings to Bermuda Holdings or any Subsidiary of Bermuda Holdings financed with contributions of equity after the Closing Date to the payee of such indebtedness directly or indirectly from or any of the Permitted Holders, shall be permitted hereunder, to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and equity proceeds are not used to finance acquisitions pursuant to Section 8.6. For purposes of this Section 8.1(d), the payment, or intercompany loans or advances for speculative purposes; (ix) Contingent Obligations for customssuch purpose, stay, performance, appeal, judgment, replevin by the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of expenses and similar bonds and suretyship arrangements, and completion guarantees and other obligations operating costs of a like nature, all in the ordinary course Bermuda Borrower or any Subsidiary of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage the Bermuda Borrower incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any such payment by the Bermuda Borrower or any Subsidiary of the Bermuda Borrower of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of loans which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other investment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (e) other unsecured Indebtedness of the Bermuda Borrower and its Subsidiaries in an aggregate principal amount at any one time outstanding not in excess of $18,000,000; (f) Indebtedness in respect of letters of credit in an aggregate principal amount equal to $6,000,000 at any one time outstanding; (i) Indebtedness of the Bermuda Borrower or any of its Subsidiaries assumed in connection with acquisitions permitted by subsection 8.6(g) (so long as such Indebtedness was not incurred in anticipation of such acquisitions), (ii) Indebtedness of newly acquired Subsidiaries of the Bermuda Borrower acquired in such acquisitions (so long as such Indebtedness was not incurred in anticipation of such acquisitions) and (iii) Indebtedness of the Bermuda Borrower or any of its Subsidiaries owed to the seller or any third party in any acquisition permitted by subsection 8.6(g) constituting part of the purchase price thereof or incurred to finance any such acquisition; provided that, after giving pro forma effect to such Indebtedness and related acquisition, either (A) the Total Net Leverage Ratio for the most recently ended fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is extinguished within two Business Days incurred would have been less than 3.0 to 1.0 or (B) the Total Net Leverage Ratio for the most recently ended four fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is incurred would have been less than 3.5 to 1.0 and the amount of its incurrencesuch Indebtedness, together with all other Indebtedness outstanding pursuant to subsection 8.1(g) would not exceed $30,000,000 in the aggregate on the date such Indebtedness is incurred or (C) the Total Net Leverage Ratio for the most recently ended four fiscal quarters for which the appropriate financial information is available immediately preceding the date on which such Indebtedness is incurred would have been greater than or equal to 3.5 to 1.0 and the amount of such Indebtedness, together with all other Indebtedness outstanding pursuant to Section 8.1(g) would not exceed $20,000,000 in the aggregate on the date such Indebtedness is incurred; (xiih) Indebtedness in connection with worker’s compensation obligations and general liability exposure of the Bermuda Borrower and its Subsidiaries; (xi) severance, pension and health and welfare retirement benefits or other Indebtedness of Foreign Subsidiaries of the Bermuda Borrower in an aggregate principal amount at any time outstanding not in excess of the equivalent at the date of each incurrence thereof to current and former employees of $18,000,000; and (j) Indebtedness of the Bermuda Borrower incurred and its Subsidiaries for industrial revenue bonds or other similar governmental and municipal bonds, for the deferred purchase price of newly acquired property and to finance equipment of the Bermuda Borrower and its Subsidiaries (pursuant to purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business, and business (y) Indebtedness representing deferred compensation or stock-based compensation to employees provided such financing is entered into within 180 days of the Borrower; acquisition of such property) of the Bermuda Borrower and its Subsidiaries in an amount (xiiibased on the remaining balance of the obligations therefor on the books of the Bermuda Borrower and its Subsidiaries) additional which shall not exceed $6,000,000 in the aggregate at any one time outstanding and Indebtedness of the Bermuda Borrower and its Subsidiaries in respect of Financing Leases to the extent subsection 8.7 would not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovebe contravened.

Indebtedness. The Borrower will During the Security Period, the Company shall not, and shall cause each of the Subsidiaries not contractto, create, incur, assume assume, extend the term of, become obligated on or suffer to exist (directly or indirectly), any IndebtednessIndebtedness other than Indebtedness under the Notes and the Sub Notes, except: except that the Company and the Included Subsidiaries may, after the Closing, (i) incur non-convertible Indebtedness incurred pursuant for borrowed money in an aggregate principal amount outstanding not in excess of $3,000,000, but only to this the extent (A) a subordination agreement in favor of and in form and substance satisfactory to Marquis in its sole and absolute discretion is executed and delivered to Buyers with respect thereto (which subordination agreement shall prohibit payments in respect of such subordinated Indebtedness for so long as any Notes are outstanding), (B) the terms of such subordinated Indebtedness does not require or permit payment of principal thereon until at least ninety (90) days after the Maturity Date of any outstanding Notes, and (C) such subordinated Indebtedness is not secured by any of the assets of the Company or any of the Subsidiaries; (ii) incur purchase money Indebtedness or Capital Lease Obligations in an aggregate amount not to exceed $200,000 outstanding at any time; (iii) incur unsecured intercompany Indebtedness amongst the Company and one or more of its directly or indirectly wholly-owned domestic Included Subsidiaries that is a party to, and in compliance with, the Security Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgagesGuaranty, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu is evidenced by a promissory note that has been pledged to the Term LoansCollateral Agent; (iv) incur Indebtedness of the Company and the Subsidiaries for taxes, such refinancing Indebtedness is subordinated assessments, municipal or pari passu to governmental charges not yet due; (v) incur obligations of the Term Loans at least to Company and the same extent as Included Subsidiaries resulting from endorsements for collection or deposit in the Indebtedness being extended, renewed or refinanced; ordinary course of business; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; incur unsecured account trade payables that are (viiW) Indebtedness entered into or incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements the Company’s and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of Included Subsidiaries’ business, including (X) on terms that require full payment within ninety (90) days from the date entered into or incurred, (Y) not unpaid in each caseexcess of ninety (90) days from the date entered into or incurred, obligations under or are being contested in good faith and as to which such reserve as is required by GAAP has been made, and (Z) not exceeding at any Treasury Services Agreements; one time an aggregate amount among the Company and its Included Subsidiaries of $500,000; (vii) suffer to exist the FNBW Indebtedness; and (viii) Indebtedness in respect of Hedging Agreements so long as suffer to exist the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above▇▇▇▇▇▇▇▇▇▇ Indebtedness.

Indebtedness. The Borrower will Company shall not, and shall not contractpermit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: (ia) Commercial paper, Obligations and "Obligations" under the Other Credit Agreement aggregating an amount not in excess of $1,000,000,000 at any time outstanding; and (b) Indebtedness incurred pursuant outstanding on the date hereof and listed on Schedule 7.1 and any refinancings, refundings, renewals or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to the premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any utilized commitments thereunder; and provided, further, that the terms of such refinancing, renewal or refunding shall have covenants, defaults or other terms and conditions (other than interest rates) no more restrictive than those contained in this Agreement and and, if the other Credit Documents;Indebtedness being refinanced is Subordinated Debt, the refinancing Indebtedness shall be Subordinated Debt with subordination terms at least as favorable to the Banks as such terms in the refinanced Indebtedness; and (iic) Ordinary Course Indebtedness; and (d) Indebtedness under Interest Rate Protection Agreements entered into in respect of repurchase obligations (including securities lending and dollar rolls) described in clause(g) of the definition of "Cash Equivalents" in amounts not in excess of $500,000,000 at any time outstanding; and (e) Contingent Obligations of the Company with respect to letters of credit in an amount not in excess of 33,300,000 Pounds Sterling with respect to which D & H is the account party; and (f) Additional Contingent Obligations in amounts not in excess of $50,000,000 at any time outstanding; provided, that notwithstanding the foregoing the Subsidiaries shall have no Indebtedness except Indebtedness described in clauses (c) and (d), Indebtedness payable to the Company and other Wholly-Owned Subsidiaries and other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) to exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date ; and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, howeverfurther, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business no Subsidiary shall have any Contingent Obligations in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveCompany.

Indebtedness. The Borrower will Each of the Loan Parties shall not, and shall not contractpermit any of its Subsidiaries to, at any time create, incur, incur or assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) : Indebtedness under Interest Rate Protection Agreements entered into with respect the Loan Documents; Indebtedness evidenced by the Senior Unsecured Notes, including any increase in the amount thereof, provided that prior to and after giving effect to such increase, the Borrowers have Unused Availability of not less than $25,000,000 at the time such Indebtedness is incurred; Indebtedness as set forth on Schedule 7.2.1; provided there is not an increase in the amount thereof or other Indebtedness significant change in the terms thereof Capitalized and operating leases as and to the extent permitted under this Section 10.04 so long as 7.2.18 [Capital Expenditures and Leases]; Indebtedness secured by Purchase Money Security Interests and/or other assets which are not Collateral, provided that the entering into aggregate amount of such Interest Rate Protection Agreements are bona fide hedging activities and are Indebtedness does not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 20,000,000 at any one time outstanding; (iv) ; Indebtedness under of a Permanent Term Loan; (v) Indebtedness outstanding on Loan Party to another Loan Party which is subordinated in accordance with the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extensionprovisions of Section 7.1.12 [Subordination of Intercompany Loans], renewal or refinancing thereof; provided that the aggregate Indebtedness of the Borrowers from their Subsidiaries other than the Borrowers may not exceed $10,000,000 in the aggregate at any time; Indebtedness under Hedging Contracts, provided that (1) such Hedging Contracts with respect to hedging of interest rates are related to payment obligations on Indebtedness permitted under this Agreement, (2) the notional principal amount of such Hedging Contracts with respect to hedging of interest rates does not exceed the principal amount of such Indebtedness to be extendedwhich such Hedging Contracts relate, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z3) to in each case, the extent liabilities under such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred Hedging Contracts which do not represent an actual obligation and for which an offsetting derivative contract has been recorded in the ordinary course of business financial statements are recorded in accordance with SFAS 133; Indebtedness in respect of netting servicesbid, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with performance or surety bonds issued for the honoring account of a bank or other financial institution any of a check, draft or similar instrument drawn against insufficient funds the Loan Parties in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) ; and Other unsecured Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that after giving effect to such Indebtedness the Borrowers’ Adjusted Fixed Charge Coverage Ratio computed as of the end of the fiscal quarter preceding the fiscal quarter during which such Indebtedness is extinguished within two Business Days incurred (“Referenced Quarter”) would be at least 1.5 to 1.0, determined on a pro forma basis as if the incurrence of its incurrence; (xii) (x) severance, pension such additional Indebtedness and health and welfare retirement benefits or the equivalent thereof to current and former employees application of the Borrower incurred in net proceeds therefrom had occurred at the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees beginning of the Borrower; (xiii) additional Indebtedness of four quarter period ending with the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveReferenced Quarter.

Indebtedness. The Borrower will Borrowers shall not, and shall not contractpermit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and in respect of the other Credit DocumentsObligations; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other existing on the Closing Date and set forth on Schedule 6.1; provided that interest on such Indebtedness permitted under this Section 10.04 so long as shall accrue until the entering into maturity date thereof, the scheduled maturity of such Interest Rate Protection Agreements are bona fide hedging activities Indebtedness shall not be prior to six (6) months after the Maturity Date and are not for speculative purposesthe terms of subordination of such Indebtedness shall be reasonably acceptable to the Administrative Agent; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at subsection 6.4 and upon any one time outstandingmatured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished; (iv) the Borrowers may become and remain liable with respect to the Phase II Mall Contribution in the initial amount of $25,371,098 and as such amount may be increased from time to time in order for the Borrowers to perform their obligation under Section 5.5 of the Disbursement Agreement to keep the Phase II Project In Balance; provided that interest, if any, on such Indebtedness under a Permanent Term Loanshall accrue (or be payable in kind) until the maturity date thereof, the scheduled maturity of such Indebtedness shall not be prior to six (6) months after the Maturity Date and the terms of subordination of such Indebtedness shall be reasonably acceptable to the Administrative Agent; (v) so long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom (other than a Potential Event of Default which will be cured by the payment of proceeds from the Indebtedness permitted under this clause (v)), Phase II Mall Subsidiary Holding may become and remain liable with respect to subordinated unsecured loans in an aggregate amount outstanding on at any time not to exceed $1,000,000 and such additional amounts approved by the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereofAdministrative Agent in its sole discretion; provided that interest on such Indebtedness shall accrue (or be payable in kind) until the aggregate principal amount maturity date thereof, the scheduled maturity of such Indebtedness shall not be prior to six (6) months after the Maturity Date and the terms of subordination of such Indebtedness to shall be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) reasonably acceptable to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedAdministrative Agent; (vi) the Borrowers and their Subsidiaries may become and remain liable with respect to indebtedness incurred with respect to Investments permitted under Section 10.05 to the extent constituting Indebtednesssubsection 6.3 (other than subsections (iv), (x) or (xi)); (vii) to the extent that such incurrence does not result in the incurrence by the Borrowers or any of their Subsidiaries of any obligation for the payment of borrowed money of others, Indebtedness of the Borrowers or a Subsidiary incurred solely in respect of performance bonds, completion guarantees, standby letters of credit or bankers’ acceptances, letters of credit in order to provide security for workers’ compensation claims, payment obligations in connection with self insurance or similar requirements, surety and similar bonds and statutory claims of lessors, licensees, contractors, franchisees or customers; provided, that such Indebtedness was incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness the Borrowers or any of their Subsidiaries or in connection with the honoring construction of a bank the Phase II Mall and in an aggregate principal amount outstanding under this clause at any one time of less than $15,000,000 and that the payment of such Indebtedness is included in one or other financial institution of a check, draft or similar instrument drawn against insufficient funds more Line Items in the ordinary course of business, including in each case, obligations under any Treasury Services AgreementsProject Budget; (viii) Indebtedness arising from any agreement entered into by either of the Borrowers or any of their Subsidiaries providing for indemnification, purchase price adjustment or similar obligations, in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposeseach case, incurred or assumed in connection with an Asset Sale; (ix) Contingent Obligations for customsto the extent it constitutes Indebtedness, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all under Hedging Agreements that are incurred in the ordinary course of business;accordance with subsection 5.12 this Agreement; and (x) Contingent Obligations the Borrowers and their Subsidiaries may become and remain liable with respect to insurers required in connection with worker’s compensation and other insurance coverage incurred in Indebtedness under the ordinary course of business; (xi) 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, Phase II Mall Sale Reimbursement Agreement; provided that such the Phase II Mall Sale Reserve Account is not established or funded prior to the Phase II Mall Release Date and the repayment of any other Indebtedness is extinguished within two Business Days thereunder shall not be due and payable and the exercise of its incurrence; (xii) (x) severance, pension rights and health remedies thereunder are not able to be exercised until the Loans and welfare retirement benefits or the equivalent thereof to current all other Obligations have been indefeasibly paid and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveperformed.

Indebtedness. The Borrower None of the Credit Parties or their Subsidiaries will not contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising under this Credit Agreement and the other Credit Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect of Holdings and any of its Subsidiaries existing as of the Effective Date and set forth in Schedule 8.1 and Permitted Refinancing Indebtedness incurred to other Indebtedness permitted under this Section 10.04 so long as the entering into of Refinance such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesIndebtedness; (iiic) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations Capital Leases) hereafter incurred by Holdings and any of its Subsidiaries to finance the purchase of fixed assets; provided that such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (d) Indebtedness evidenced by, or any guaranty of, (i) the 2015 Senior Notes, (ii) so long as no Default or Event of Default then exists or would arise in connection with the incurrence of such Indebtedness, and the Credit Parties are in compliance with the financial covenants set forth in Section 7.11 after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, any Additional Senior Debt and/or any Permitted Subordinated Debt; provided, that until the 2015 Senior Notes shall have been paid or redeemed in full, all proceeds of any Additional Senior Debt and/or Permitted Subordinated Debt shall be used to pay or redeem the 2015 Senior Notes, and (iii) Permitted Refinancing Indebtedness incurred to Refinance Indebtedness permitted under the foregoing clause (d); (e) Indebtedness in respect of mortgagesHedge Agreements entered into with Lenders or any Affiliate of a Lender in an aggregate notional amount for all such agreements not to exceed the sum of the aggregate Commitments and the aggregate Indebtedness evidenced by the 2015 Senior Notes, industrial revenue bondsany Permitted Pari Passu Indebtedness and any Permitted Junior Indebtedness; (f) Intercompany Indebtedness; (g) Indebtedness incurred or assumed in any transaction permitted by Section 8.4 hereof, industrial development bonds provided such Indebtedness when incurred or assumed shall not exceed the purchase price of the asset(s) financed, and similar financingsPermitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (h) described unsecured Indebtedness not to exceed $15,000,000 in the aggregate; (i) Permitted Commodity Hedging; (j) Permitted First Priority Refinancing Indebtedness, Permitted Junior Priority Refinancing Indebtedness and Permitted Unsecured Refinancing Indebtedness; and (k) Incremental Equivalent Indebtedness; provided, that, (i) the sum of the cumulative aggregate original principal amount of all Incremental Equivalent Indebtedness incurred under this Section 10.01(vii); provided that in no event shall 8.1(k) plus the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness Incremental Term Loans established under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extensionSection 2.6 shall not exceed, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time any such Incremental Equivalent Indebtedness is established or issued (and giving effect thereto), the sum of (A) Two Hundred Million Dollars ($200,000,000) plus (B) the amount of any such extensionvoluntary prepayment of any Term Loan or, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extendsaccompanied by a permanent reduction of the Revolving Commitments in connection therewith, renews or refinances Indebtedness subordinated or pari passu to the Term any Revolving Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under to the extent not financed with the proceeds of long-term non-revolving Indebtedness and limited, in the case of any Treasury Services Agreements; (viii) Indebtedness repurchase or prepayment below par, to the actual cash expenditures in respect thereof; (ii) no Default or Event of Hedging Agreements so long Default shall exist and be continuing, or would exist after giving effect to any Incremental Equivalent Indebtedness, on the date on which such Incremental Equivalent Indebtedness is to become effective; and (iii) at least five (5) Business Days prior to the incurrence of any such Incremental Equivalent Indebtedness (or such shorter period of time as is agreed by the entering into Administrative Agent in its sole discretion), the Borrowers shall deliver to the Administrative Agent a certificate of a Responsible Officer (A) certifying that such Incremental Equivalent Indebtedness has been incurred in compliance with this Credit Agreement, (B) attaching a reasonably detailed description of the material terms and conditions of such Hedging Agreements are bona fide hedging activities Incremental Equivalent Indebtedness or drafts of the definitive documentation therefor and are not for speculative purposes; (ixC) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin certifying that after giving effect to the incurrence of such Incremental Equivalent Indebtedness on a Pro Forma Basis (and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that if such Incremental Equivalent Indebtedness is extinguished within two Business Days of a delayed draw term loan, assuming that the commitments under such Incremental Equivalent Indebtedness are fully drawn), the Borrowers shall be in compliance with (1) all Material Indebtedness and its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, related documentation and (y2) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 financial covenants set forth in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveSection 7.11.

Indebtedness. The Borrower will not contractNo Joint Venture Entity, createWholly Owned Entity or Subsidiary shall have at Closing any indebtedness for borrowed money (including any intercompany indebtedness) evidenced by a written agreement, incurnote or similar instrument, assume other than the indebtedness identified in Schedule 3.2(i) or suffer to exist any Indebtedness, except:as further set forth in this Section 3.2(i). (i) Indebtedness incurred Schedule 3.2(i)(i) sets forth a true and complete list of all the Affiliate Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Affiliate Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to this Agreement the Affiliate Loan Documents. Seller is the holder of the Affiliate Loan, free and clear of all liens, encumbrances, pledges, and security interests of any kind. To Seller’s Knowledge, Schedule 3.2(i)(i) sets forth, as of the date specified therein, the outstanding principal balance, the amount of accrued and unpaid interest, any other amounts due and payable by the borrower to the lender with respect to the Affiliate Loan, and the other Credit Documents;amounts of any reserves held by the lender thereunder. (ii) Indebtedness under Interest Rate Protection Agreements entered into Schedule 3.2(i)(ii) sets forth a true and complete list of all the Elan Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Elan Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Elan Loan Documents. Schedule 3.2(i)(ii) sets forth, as of the date specified therein, the outstanding principal balance and the amount of accrued and unpaid interest due and payable by the borrower to the Elan Lender with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into Elan Loan, and the amounts of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes;any reserves held by the Elan Lender thereunder. (iii) Indebtedness Schedule 3.2(i)(iii) sets forth a true and complete list of all the Miramonte Loan Documents, and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Borrower evidenced by Capitalized Lease Obligations Miramonte Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Miramonte Loan Documents. Schedule 3.2(i)(iii) sets forth, as of the date specified therein, the outstanding principal balance and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations accrued and unpaid interest due and payable by the borrower to the Miramonte Lender with respect to the Miramonte Loan, and the principal amount amounts of all such Indebtedness incurred or assumed in each case after any reserves held by the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding;Miramonte Lender thereunder. Table of Contents (iv) Indebtedness under Schedule 3.2(i)(iv) sets forth a Permanent Term Loan;true and complete list of all the loan documents with respect to the Joint Venture Property known as “Juniper Ridge” (the “Juniper Ridge Loan Documents”), and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the Juniper Ridge Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the Juniper Ridge Loan Documents. Schedule 3.2(i)(iv) sets forth, as of the date specified therein, the outstanding principal balance and the amount of accrued and unpaid interest due and payable by the borrower to the lender with respect to the Juniper Ridge Loan Documents, and the amounts of any reserves held by the lender thereunder. (v) Indebtedness Schedule 3.2(i)(v) sets forth a true and complete list of all the loan documents with respect to the Joint Venture Property known as “▇▇▇▇▇▇’▇ Preserve” (the “▇▇▇▇▇▇’▇ Preserve Loan Documents”), and Seller has delivered to Buyer (or made available to Buyer in the Data Room Website) true and complete copies of the ▇▇▇▇▇▇’▇ Preserve Loan Documents. Seller has not delivered or received any written notice of default that remains uncured pursuant to the ▇▇▇▇▇▇’▇ Preserve Loan Documents. Schedule 3.2(i)(iv) sets forth, as of the date specified therein, the outstanding on principal balance and the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest due and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at payable by the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) borrower to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu lender with respect to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements▇▇▇▇▇▇’▇ Preserve Loan Documents, and completion guarantees and other obligations the amounts of a like nature, all in any reserves held by the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovelender thereunder.

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness of the Borrower under any Interest Rate Protection Agreements or Other Hedging Agreement or under any similar type of agreement to the extent such is entered into with respect to other Indebtedness permitted under this satisfy the requirements of Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes7.11; (iii) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in to the extent permitted pursuant to Section 10.01(vii)8.08; provided that in no event shall the aggregate principal amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (iii) at any one time shall not exceed [$5,000,000] (so long as the amount of Capitalized Lease Obligations and incurred in any one fiscal year does not exceed the principal amount of all Capital Expenditures (other than Permitted Acquisitions) the Borrower is permitted to incur during such Indebtedness incurred or assumed fiscal year in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingaccordance with Section 8.08); (iv) Existing Indebtedness under a Permanent Term Loanof the Borrower listed on Schedule X but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (v) Indebtedness outstanding on the Closing Date in amounts, and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extensionsubject to Liens, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedpermitted under Section 8.01(viii); (vi) Investments permitted under Indebtedness of the Borrower evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 10.05 7.15 so long as the amount incurred on or after the Original Effective Date shall not exceed $2,000,000 and Capitalized Lease Obligations of Subsidiaries of the Borrower assumed in connection with Permitted Acquisitions and incurred in accordance with Section 7.15 so long as such Capitalized Lease Obligations were not incurred in anticipation or contemplation of such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Borrower to the extent constituting Indebtedness;effect such Permitted Acquisition; and (vii) Indebtedness incurred guaranties by the Borrower or any of its Subsidiaries of leases entered into in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under by any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees Subsidiary of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The None of the Borrower will not contract, and the Restricted Subsidiaries shall directly or indirectly create, incur, assume or suffer to exist any Indebtedness, except: (a) (i)(A) Indebtedness of any Loan Party under the Loan Documents and Secured Loan Document Hedge Obligations and (B) Indebtedness constituting SDB Revolving Obligations, the revolving commitments in respect of which shall not exceed an aggregate outstanding principal amount of $100,000,000 at any time, and (ii) Term Obligations the loans in respect of which shall not exceed an aggregate outstanding principal amount at any time of the sum of (A) $1,725,000,000 plus (B) the Permitted Incremental Availability Amount; provided that Term Obligations shall (x) be subject to the Collateral Agency and Intercreditor Agreement, (y) not be incurred by a non-Loan Party or guaranteed by a Person that is not a Guarantor unless such Person also guarantees the Obligations and (z) not be secured by assets that do not constitute Collateral; (i) Indebtedness incurred outstanding on the Third Amendment Effective Date and listed on Schedule 7.3(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Third Amendment Effective Date and any refinancing thereof, of which any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note; provided that all such Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations pursuant to this Agreement and the other Credit Documentsan Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (i) no Guarantee of any Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (ii) if the Indebtedness under Interest Rate Protection Agreements entered into with respect being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.2; provided that all such Indebtedness shall be evidenced by an Intercompany Note; (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not to exceed the greater of (x) $70,000,000 and (y) 35% of LTM Consolidated EBITDA (after giving effect to any concurrent Investments), in each case determined at the time of incurrence (together with any Permitted Refinancings thereof) at any time outstanding, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted under this by Section 10.04 so long as 7.5(l), and (iii) any Permitted Refinancing of any of the entering into foregoing; (f) Indebtedness in respect of such Interest Rate Protection Agreements are bona fide hedging activities Hedging Transactions designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or other commodity pricing risks incurred in the ordinary course of business and are not for speculative purposes; (iiig) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided or any Restricted Subsidiary that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness is a Loan Party incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at connection with any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) Permitted Acquisition, and any subsequent extension, renewal or refinancing Permitted Refinancing thereof; provided that after giving pro forma effect to such Permitted Acquisition and the incurrence or assumption of such Indebtedness, the aggregate principal amount of the such Indebtedness to be extended, renewed or refinanced at any time outstanding does not increase from that amount outstanding at exceed the time greater of any such extension, renewal or refinancing, plus accrued (i) $70,000,000 and unpaid interest and cash fees and expenses (including premiumii) incurred in connection with such renewal, replacement or extension35% of LTM Consolidated EBITDA; provided, howeverfurther, that such refinancing Indebtedness: any Indebtedness incurred (ybut not assumed) has a Weighted Average Life pursuant to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and this clause (zg) shall be subject to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to requirements included in the Term Loans, such refinancing Indebtedness is subordinated or pari passu to first proviso under the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanceddefinition of “Permitted Ratio Debt”; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viih) Indebtedness incurred in representing deferred compensation to employees of the ordinary course Borrower (or any direct or indirect parent thereof) or any of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage its Restricted Subsidiaries incurred in the ordinary course of business; (xii) Indebtedness arising from consisting of promissory notes issued by the honoring Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors, and employees, their respective estates, spouses, or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by a bank Section 7.6; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection with an Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other financial institution similar adjustments; (k) Indebtedness consisting of a checkobligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Investments expressly permitted hereunder; (l) cash management obligations and other Indebtedness in respect of netting services, draft automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding that at the time of, and after giving effect to, the incurrence thereof, would not exceed the greater of (i) $95,000,000 and (ii) 45% of LTM Consolidated EBITDA at such time (after giving effect to any concurrent Investments), together with any Permitted Refinancing thereof; (n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, or similar instrument drawn against insufficient funds instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability, or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that such Indebtedness is extinguished any reimbursement obligations in respect thereof are reimbursed within two Business Days of its incurrencethirty (30) days following the incurrence thereof; (xiip) (x) severanceobligations in respect of performance, pension bid, appeal, and health surety bonds and welfare retirement benefits or the equivalent thereof to current performance and former employees of completion guarantees and similar obligations provided by the Borrower incurred or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business, and (y) Indebtedness representing deferred compensation business or stock-based compensation to employees of the Borrowerconsistent with past practice; (xiiiq) additional Indebtedness of the Borrower and/or any Subsidiary Guarantor in respect of one or more series of senior secured loans or notes (whether issued in a public offering, under Rule 144A of the Securities Act or in another private placement or otherwise) (and including any bridge financings in lieu of such notes), junior secured or unsecured “mezzanine” loans or notes or senior unsecured or subordinated loans or notes, in each case, pursuant to an indenture, interim agreement, loan agreement, syndicated credit agreement, note purchase agreement or otherwise and any extensions, renewals, refinancings and replacements thereof, including in the case of any such notes, any Registered Equivalent Notes (the “Incremental Equivalent Debt”); provided that (i) any such Incremental Equivalent Debt that is secured shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral securing the Obligations, (ii) in the case of Incremental Equivalent Debt secured on a pari passu basis with the Loans (“Incremental Equivalent First Lien Debt”), have a Weighted Average Life to exceed $500,000 Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans (without giving effect to any prior payments that would otherwise modify such Weighted Average Life to Maturity) and, in the case of Incremental Equivalent Debt that is secured on a junior lien basis with the Loans or is unsecured (“Incremental Equivalent Junior Lien Debt”), shall not be subject to scheduled amortization prior to maturity; provided that the foregoing requirements of this clause (ii) shall not apply to the extent such Indebtedness constitutes Extendable Bridge Loans (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) or any facility in respect thereof, (iii) in the case of Incremental Equivalent First Lien Debt, have a maturity date that is after the Revolving Commitment Termination Date at the time such Indebtedness is incurred, and in the case of Incremental Equivalent Junior Lien Debt, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) at the time such Indebtedness is incurred; provided that the foregoing requirements of this clause (iii) shall not apply to the extent such Indebtedness constitutes Extendable Bridge Loans (as defined in the Term Credit Agreement as of the Third Amendment Effective Date) or any facility in respect thereof, (iv) the aggregate outstanding principal amount of all Incremental Equivalent Debt incurred in accordance with this Section 7.3(q), together with the aggregate principal amount outstanding at any time; and of all Incremental Commitments shall not exceed the Permitted Incremental Availability Amount, (xivv) all premiums the security agreements, if applicable, relating to such Indebtedness are substantially the same as the Collateral Documents (if anywith such differences as are reasonably satisfactory to the Administrative Agent), interest (including post-petition interestvi) such Indebtedness is not guaranteed by any Person other than the Guarantors, (vii) if such Incremental Equivalent Debt is secured, the Other Debt Representative acting on behalf of the holders of such Indebtedness shall have become party to the Collateral Agency and Intercreditor Agreement and/or Junior Lien Intercreditor Agreement, as applicable, (viii) in the case of Incremental Equivalent First Lien Debt in the form of term loans, be subject to the MFN Protection (as defined in the Term Credit Agreement on the date hereof) as if such Indebtedness were Permitted Incremental Term Loans, (ix) after giving effect to incurrence of Incremental Equivalent Debt, no Event of Default shall exist and be continuing or would immediately result from incurrence of such Incremental Equivalent Debt or from the application of the proceeds therefrom; provided that if the proceeds of such Incremental Equivalent Debt are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption, there shall be no requirement to satisfy any or all conditions set forth in this clause (ix) except that the requirement that no Event of Default under Section 8.1(a), (b), (g) or (i) with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to the incurrence of such Incremental Equivalent Debt shall not be omitted or waived without the consent of the Required Lenders, (x) except as otherwise set forth in this Section 7.3(q), the terms and conditions of such Incremental Equivalent Debt shall be customary as of the date of incurrence of such Incremental Equivalent Debt and (xi) subject to clauses (ii), (iii) and (viii) above, the amortization, pricing, rate floors, discounts, fees, expensespremiums, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.optional prepayment and redemptions provisions applicable to such Incremental Equivalent Debt shall be determined by the Borrower and the holders of such Incremental Equivalent Debt, together with any Permitted Refinancing thereof;

Indebtedness. The Neither the Borrower will not contractnor any of the Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness of any Loan Party under (i) Indebtedness incurred pursuant to this Agreement and the other Credit Loan Documents; , (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect the Senior Notes Documents in an aggregate principal amount not to other Indebtedness permitted under exceed $1,500,000,000 and, in the case of this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities clause (ii), any Permitted Refinancing thereof and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations Opco Senior Notes Documents in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the an aggregate principal amount not to exceed $1,000,000,000 and, in the case of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at ), any one time outstandingPermitted Refinancing thereof; (iv) Indebtedness under a Permanent Term Loan; (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”7.03(b) and any subsequent extensionPermitted Refinancing thereof and (ii) Indebtedness owed to the Borrower or any Restricted Subsidiary outstanding on the Closing Date and any refinancing thereof with Indebtedness owed to the Borrower or any Restricted Subsidiary in a principal amount that does not exceed the principal amount (or accreted value, renewal or refinancing thereofif applicable) of the intercompany Indebtedness so refinanced; provided that (x) any amount owed by a Restricted Subsidiary that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note and (y) all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured and subordinated to the aggregate principal amount Obligations pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower otherwise permitted hereunder; provided that (A) no Guarantee of any 5 5/8% Senior Notes, Opco Senior Notes or any Indebtedness constituting Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be evidenced by an Intercompany Note and any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party is subordinated in right of payment to the Loans (for the avoidance of doubt, any such Indebtedness owing to a Restricted Subsidiary that is not a Loan Party shall be deemed to be extendedexpressly subordinated in right of payment to the Loans unless the terms of such Indebtedness expressly provide otherwise); (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, renewed construction, repair, replacement, lease or refinanced does improvement of a fixed or capital asset incurred by the Borrower or any Restricted Subsidiary prior to or within 365 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate amount not increase from that amount outstanding to exceed 5.0% of Total Assets, in each case determined at the time of incurrence (together with any such extensionPermitted Refinancings thereof) at any time outstanding, renewal or refinancing, plus accrued (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(m) and unpaid interest and cash fees and expenses (including premiumiii) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity any Permitted Refinancing of any of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedforegoing; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viif) Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ixg) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangementsIndebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition, and completion guarantees any Permitted Refinancing thereof; provided that after giving pro forma effect to such Permitted Acquisition and other obligations the assumption of such Indebtedness, the aggregate amount of such Indebtedness does not exceed (x) $100,000,000 at any time outstanding plus (y) any additional amount of such Indebtedness so long (i) if such Indebtedness is secured on a like naturejunior basis to the Facilities, all the Consolidated Total Net Leverage Ratio determined on a Pro Forma Basis is no greater than 6.15 to 1.00, (ii) if such Indebtedness is secured on a pari passu basis with the Facilities, the Consolidated First Lien Net Leverage Ratio determined on a Pro Forma Basis is no greater than 3.75 to 1.00 or (iii) if such Indebtedness is unsecured, the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom); provided that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(q), 7.03(s) or 7.03(w), does not exceed in the ordinary course aggregate at any time outstanding 4.25% of businessTotal Assets, in each case determined at the time of incurrence; (xh) Contingent Obligations Indebtedness representing deferred compensation to insurers required in connection with worker’s compensation and other insurance coverage employees of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries incurred in the ordinary course of business; (xii) Indebtedness arising consisting of promissory notes issued by the Borrower or any of its Restricted Subsidiaries to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower or any direct or indirect parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment expressly permitted hereunder; (l) obligations in respect of Treasury Services Agreements and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; (m) Indebtedness of the Borrower or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed (x) the greater of $800,000,000 and 4.0% of Total Assets at any time outstanding plus (y) 200% of the cumulative amount of the net cash proceeds and Cash Equivalent proceeds from the honoring sale of Equity Interests (other than Excluded Contributions, proceeds of Disqualified Equity Interests, Designated Equity Contributions or sales of Equity Interests to the Borrower or any of its Subsidiaries) of the Borrower or any direct or indirect parent of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Borrower that has not been applied to incur debt pursuant to this clause (m)(y), to make Restricted Payments pursuant to Section 7.06 (other than pursuant to Section 7.06(h)(y)), to make Investments pursuant to clause 7.02(n), (v), (w), (y) or (z) or to make prepayments of subordinated indebtedness pursuant to Section 7.13 (other than 7.13(a)(iv)(y)); (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by a the Borrower or any of its Restricted Subsidiaries in respect of letters of credit, bank or other financial institution of a checkguarantees, draft bankers’ acceptances or similar instrument drawn against insufficient funds instruments issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that such Indebtedness is extinguished any reimbursement obligations in respect thereof are reimbursed within two Business Days of its incurrence30 days following the incurrence thereof; (xiip) (x) severanceobligations in respect of performance, pension bid, appeal and health surety bonds and welfare retirement benefits or the equivalent thereof to current performance and former employees of completion guarantees and similar obligations provided by the Borrower incurred or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of businessbusiness or consistent with past practice; (q) Indebtedness incurred on (x) a pari passu basis with the Facilities or (y) junior to the Facilities in an aggregate principal amount, when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v)(A) and Section 2.14(d)(v)(B), not to exceed $1,500,000,000; provided that such Indebtedness shall (A) subject to the Permitted Earlier Maturity Indebtedness Exception, in the case of clause (x) above, have a maturity date that is after the Latest Maturity Date at the time such Indebtedness is incurred, and in the case of clause (y) above, have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, in the case of clause (x) above, have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities and, in the case of clause (y) above, shall not be subject to scheduled amortization prior to maturity, (C) if such Indebtedness is incurred or guaranteed on a secured basis by a Loan Party, be subject to the Junior Lien Intercreditor Agreement and, if the Indebtedness is secured on a pari passu basis with the Facilities, be (x) in the form of debt securities and (y) Indebtedness representing deferred compensation subject to the First Lien Intercreditor Agreement and (D) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or stock-based compensation to employees redemption provisions) that in the good faith determination of the BorrowerBorrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (D) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)); provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(s) or 7.03(w), does not exceed in the aggregate at any time outstanding 4.25% of Total Assets, in each case determined at the time of incurrence; (xiiir) additional Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit; (s) Permitted Ratio Debt and any Permitted Refinancing thereof; (t) Credit Agreement Refinancing Indebtedness; (u) [Reserved]; (v) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (v) and then outstanding, does not exceed 10% of Foreign Subsidiary Total Assets; (w) unsecured Indebtedness of the Borrower or any Restricted Subsidiary, so long as the Fixed Charge Coverage Ratio on a consolidated basis for the Borrower and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period and without duplication, Permitted Refinancings of such Indebtedness; provided that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections 7.03(g), 7.03(q) or 7.03(s), does not exceed $500,000 in the aggregate principal amount outstanding at any timetime outstanding, 4.25% of Total Assets, in each case determined at the time of incurrence; (x) Indebtedness arising from Permitted Intercompany Activities; and (xivy) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (ia) through (xiiix) above. For purposes of determining compliance with this Section 7.03, 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 (x) above, the Borrower shall, in its sole discretion, classify or later divide or classify 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, any Senior Notes Documents and any Opco Senior Notes Documents and, in each case, any Permitted Refinancing thereof, will at all times be deemed to be outstanding in reliance only on the exception in Section 7.03(a).

Indebtedness. The Borrower will not contractNo Credit Party shall, and no Credit Party shall permit or cause any of its Subsidiaries to, create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:except the following (collectively, “Permitted Indebtedness”): (ia) Indebtedness incurred pursuant to this Agreement and of the other Credit Parties evidenced by the Loan Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) any Indebtedness of the Borrower evidenced by Capitalized Lease Obligations Parent and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding its Subsidiaries existing on the Closing Date and listed set forth on Schedule 10.04(v) (“Existing Indebtedness”) 7.2 hereto, including extensions and any subsequent extension, renewal or refinancing thereof; refinancings thereof provided that the aggregate principal amount of such Indebtedness as of the Indebtedness to be extended, renewed date of such extension or refinancing is not increased and the maturity and weighted average life thereof are not shortened and such refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not otherwise on terms that are no less favorable to the Credit Parties and the Lender Parties than the remaining Weighted Average Life to Maturity terms of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed so extended or refinanced; (vic) Investments Indebtedness of Parent and its Subsidiaries not to exceed $1,000,000 in the aggregate at any time outstanding constituting Capital Lease Obligations; (d) Indebtedness of Parent and its Subsidiaries incurred after the Closing Date secured by purchase money Liens permitted under Section 10.05 to 7.3(e)(i) provided the extent constituting Indebtednessaggregate amount thereof outstanding at any time does not exceed $250,000; (viie) unsecured Indebtedness incurred evidenced by the Seller Subordinated Note in an aggregate principal amount not to exceed $6,000,000 (plus the amount of capitalized interest thereon in accordance with the terms thereof and the Seller Subordinated Note Subordination Agreement) at any time outstanding, provided that such Indebtedness shall be subject to the terms and provisions of the Seller Subordinated Note Subordination Agreement; (f) Subordinated Debt of the Credit Parties not to exceed $3,000,000 in the aggregate principal outstanding at any time (plus the amount of capitalized interest thereon in accordance with the terms thereof and the applicable Subordination Agreement), provided that such Indebtedness shall be subject to the terms and conditions of the applicable Subordination Agreement; (g) obligations (contingent or otherwise) of any Credit Party or any Subsidiary thereof existing or arising under any Swap Contract; provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in respect interest rates or foreign exchange rates, and not for purposes of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services speculation or taking a “market view;” provided that the aggregate Swap Termination Value thereof shall not exceed $500,000 at any time outstanding; (h) Indebtedness expressly permitted under Section 7.4; (i) endorsements in connection with cash management and the Ordinary Course of Business of negotiable instruments for deposit accounts and or collection; and (j) Indebtedness of any Credit Party incurred in connection with the honoring financing of a bank or other financial institution of a checkinsurance premiums, draft or similar instrument drawn against insufficient funds in the ordinary course Ordinary Course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveBusiness.

Indebtedness. The Borrower will not contractIncur, create, incurassume, assume become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, exceptother than: (ia) Indebtedness incurred to the Lender pursuant to this Agreement and the other Credit Loan Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into liabilities with respect to trade obligations, accounts payable, or other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgagessimilar payments, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements operating leases and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower normal accruals incurred in the ordinary course of business, or with respect to which the Borrower or the subject Subsidiary is contesting in good faith the amount or validity thereof by appropriate proceedings, and (y) Indebtedness representing deferred compensation then only to the extent that the Borrower or stock-based compensation to employees of the Borrowersubject Subsidiary has set aside on its books adequate reserves therefor; (xiiic) additional Indebtedness existing on the date of this Agreement owed to those Persons, in those amounts and having those maturities as set forth in Schedule 6.01 of the Borrower not to exceed $500,000 Disclosure Schedule, including any extensions, renewals or refinancings of such Indebtedness provided that (i) there is no increase in aggregate the principal amount outstanding thereof at the time of such extension, renewal or refinancing, and (ii) there is no other material change in the terms of such Indebtedness which is materially adverse to the Borrower or to the Lender; (d) Capitalized Leases reflected in the Financial Statements, and Capitalized Leases hereafter entered into by the Borrower or its Subsidiaries in the ordinary course of the Business Operations and within the limitations provided in Section 6.17 below; (e) purchase money Indebtedness incurred in connection with the Borrower’s or its Subsidiaries’ acquisition of capital assets in the ordinary course of the Business Operations and within the limitations provided in Section 6.17 below; (f) Subordinated Debt in such amounts and upon such terms and conditions as shall be acceptable to the Lender in its sole and absolute discretion; (g) intercompany Indebtedness between the Borrower and any timeWholly-Owned Subsidiary or between Wholly-Owned Subsidiaries; and (xivh) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveGuarantees to the extent permitted pursuant to Section 6.03 below.

Indebtedness. The Borrower Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising under this Credit Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiib) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and its Subsidiaries set forth in Schedule 8.1 (and renewals, refinancings and extensions thereof on terms and conditions not materially less favorable to such Person than such existing Indebtedness and in a principal amount not in excess of the amount shown on such schedule); (c) purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financingsCapital Leases or Synthetic Leases) described in Section 10.01(vii); hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets provided that in no event (i) the total of all such Indebtedness for all such Persons taken together shall the not exceed an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred or assumed in each case after shall not exceed the Closing Date permitted by this clause purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (d) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) intercompany Indebtedness and Guarantees permitted under Section 8.6; provided that, with respect to an intercompany Indebtedness in excess of $1,000,000 owed to a Credit Party, the Credit Parties will use commercially reasonable efforts to cause such Indebtedness to be promptly evidenced by a promissory note that has been pledged and delivered to the Administrative Agent pursuant to the Security Agreement, unless and to the extent the Borrower has determined in good faith that compliance with this proviso would subject the Borrower or any Consolidated Party to a material adverse tax consequence or would violate an applicable Requirement of Law. (f) Indebtedness evidenced by the Senior Subordinated Notes in an aggregate principal amount not to exceed $5,000,000 175,000,000 at any one time outstanding; (ivg) Guaranty Obligations of Indebtedness under a Permanent Term Loanand Operating Leases permitted hereunder; (vh) unsecured Indebtedness outstanding on in the form of seller notes, seller earn-outs or similar deferred or contingent purchase price payments to the extent such Indebtedness is (i) owed in connection with the MVI/Aquasol Transaction (including the MVI Payment), (ii) owed in connection with the acquisition of substantially all of the assets of the Pharmaceutical Education and Development Foundation of the Medical University of South Carolina, (iii) owed in connection with the acquisition of the generic injectable vitamin D nutritional product acquired from Aesgen, Inc., or (iv) issued, incurred or assumed after the Closing Date and listed on Schedule 10.04(vby a Consolidated Party to sellers in connection with Permitted Acquisitions in an aggregate principal amount for this clause (iv) (“Existing Indebtedness”together with Indebtedness permitted pursuant to Section 8.1(i) and any subsequent extensionbelow, renewal or refinancing thereof; provided that not exceeding $15,000,000 in the aggregate principal amount outstanding at any time; (i) Indebtedness incurred or assumed by a Consolidated Party as a result of Permitted Acquisitions (A) that is either (x) unsecured or (y) secured only by collateral consisting of intellectual property or property, plant and equipment of the acquired business or entity that was provided by such business or entity prior to the consummation of any such Permitted Acquisition, and (B) that was not incurred in anticipation of any such Permitted Acquisition, not exceeding, together with Indebtedness to be extendedpermitted under Section 8.1(h)(iv) above, renewed or refinanced does not increase from that $15,000,000 in the aggregate principal amount outstanding at the time of any time; provided that any such extensionIndebtedness, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent secured, shall be permitted under this clause (i) only for a period of 60 days following the closing of the relevant Permitted Acquisition (i.e., such refinancing Indebtedness extends, renews must be repaid or refinances refinanced with other Indebtedness subordinated permitted under this Credit Agreement) unless the Administrative Agent shall have agreed in writing (1) to an extension of such initial 60-day period and such extension period has not yet expired or pari passu (2) that such Indebtedness is on more favorable terms to the Term LoansConsolidated Parties than any available refinancing and that the continued existence of such Indebtedness, such refinancing Indebtedness is subordinated or pari passu and the Liens serving as security therefor, are not materially adverse to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedLenders; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiij) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar performance bonds and suretyship arrangements, and completion guarantees and other obligations of surety or appeal bonds entered into by a like nature, all Consolidated Party in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xik) 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 satisfied within two three (3) Business Days of its incurrence; (xiil) (x) severanceIndebtedness represented by letters of credit in order to provide security for workers' compensation claims, pension and health and welfare retirement benefits payment obligations in connection with self-insurance programs or the equivalent thereof to current and former employees of the Borrower incurred similar requirements, entered into by a Consolidated Party in the ordinary course of business, and ; provided that the aggregate amount of all such Indebtedness permitted under this clause (yl) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower;plus all LOC Obligations outstanding under this Credit Agreement does not exceed $2,500,000 at any one time; 100 (xiiim) additional Indebtedness endorsements in the ordinary course of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timebusiness of negotiable instruments for deposit or collection; and (xivn) all premiums other Indebtedness hereafter incurred by the Borrower or any of its Subsidiaries not to exceed an aggregate principal amount of $5,000,000 at any one time outstanding; provided that any Indebtedness incurred in excess of $1,000,000 pursuant to this subclause (n) shall be permitted only if any)(A) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Credit Documents, interest (including post-petition interest)B) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, feesupon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, expenses, charges the Credit Parties would be in compliance with the financial covenants set forth in Section 7.10(a)-(e) and additional or contingent interest on obligations described in clauses (iC) through (xiii) abovesuch Indebtedness is permitted under the Senior Subordinated Note Indenture.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness except in respect of: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding existing on the Closing Date and listed set forth on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses 7.8 (including premium) incurred in connection with such renewalany extensions, replacement renewals or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedrefinancings thereof); (vib) Investments Indebtedness to the Lender and the Issuer under or pursuant to the Loan Documents; (c) Indebtedness incurred for Capital Expenditures permitted under Section 10.05 to the extent constituting Indebtedness7.6; (viid) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements as permitted under Sections 7.3 and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements7.11; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xie) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrenceHedging Contracts; (xiif) Indebtedness (xi) severancewhich is unsecured, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower (ii) which is incurred in the ordinary course of business, (iii) which is not otherwise prohibited under any provision of this Agreement, and (yiv) for which the incurrence of which would not have a Material Adverse Effect; provided, however, that the amount of such Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiiipermitted under this Section 7.8(e) additional Indebtedness of the Borrower shall not to exceed $500,000 75,000 in the aggregate principal amount outstanding at any timeone time outstanding; and (xivg) all premiums Indebtedness which represents an extension, refinancing, or renewal (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations such Indebtedness being referred to herein as the “Refinancing Indebtedness”) of any of the Indebtedness described in clauses (ia) through (xiiif) above.hereof (such Indebtedness being so extended, refinanced or renewed being referred to herein as the “Refinanced Indebtedness”); provided that, (i) such Refinancing Indebtedness does not increase the principal amount or interest rate of the Refinanced Indebtedness, (ii) any Liens securing such Refinanced Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Refinanced Indebtedness is required to become obligated with respect to such Refinancing Indebtedness, (iv) such Refinancing Indebtedness does not result in a shortening of the average weighted maturity of such Refinanced Indebtedness, (v) the terms of such Refinancing Indebtedness are not less favorable to the obligor thereunder than the original terms of such Refinanced Indebtedness and (iv) if such Refinanced Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinancing Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender as those that were applicable to such Refinanced Indebtedness;

Indebtedness. The Borrower Company will not contractnot, createnor will it permit any Subsidiary or any Unconsolidated Affiliate to, incur, assume incur or suffer permit to exist or remain outstanding any IndebtednessIndebtedness to any Person provided, excepthowever, that the Company and its Subsidiaries and any Unconsolidated Affiliate may incur or permit to exist or remain outstanding: (ia) Indebtedness incurred pursuant to of the Credit Parties arising under this Agreement and or the other Credit Loan Documents; (b) Indebtedness in respect of taxes, including withholding and payroll taxes, assessments, governmental charges or levies, and claims for labor, materials and supplies to the extent that payment therefor is not at the time required to be made in accordance with the provisions of Section 5.19; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Company or any of its Subsidiaries provided that the aggregate principal amount of all such Indebtedness shall not exceed the lesser of (i) 100% of the aggregate cost, to the Company or such Subsidiary of the real or personal property so acquired and (ii) the fair market value of such acquired property, determined on or about the time of such acquisition on the basis of an MAI appraisal or such other valuation method as may from time to time be acceptable to the Required Lenders (it being understood that an MAI appraisal shall be a valuation method which is acceptable to the Required Lenders) and further provided that after giving effect to such Indebtedness the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; (d) Indebtedness in respect of leases of real and personal property by the Company and its Subsidiaries provided that the aggregate amount due is not greater than $8,000,000 at any time outstanding. (e) Non-Recourse Debt of the Company, Subsidiary Guarantors, Other Non-Guarantor Subsidiaries and Excluded Subsidiaries; provided that after giving effect to such Indebtedness (x) no Default or Event of Default would result as a consequence thereof and (y) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Section 5.5; (f) Indebtedness and obligations owing under Interest Rate Protection Hedging Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate, exchange rate or commodity price risks and are not for speculative purposes; (iiig) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations Company, its Subsidiaries and purchase money Indebtedness Unconsolidated Affiliates outstanding on the date of this Agreement and described on Schedule 5.9 of such Agreement (including obligations and renewals, refinancings or extensions thereof in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate a principal amount not in excess of Capitalized Lease Obligations that outstanding as of the date of such renewal, refinancing or extension); (h) Indebtedness of Unconsolidated Affiliates (in addition to the amount set forth on Schedule 5.9) so long as the Company’s and its Subsidiaries’ pro rata share (based on their percentage ownership interest) of the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) does not exceed $5,000,000 at any one time outstanding50,000,000; (ivi) Indebtedness under of the Company or any Subsidiary incurred after the date hereof which is secured by a Permanent Term Loanmortgage, pledge, security interest or other lien or encumbrance on any of the Company or such Subsidiary’s property, provided that after giving effect to such Indebtedness, (i) no Default or Event of Default would result as a consequence thereof and (ii) the Company would (on a Pro Forma Basis, calculated as of the last day of the immediately preceding fiscal quarter) be in compliance with the financial covenants set forth in Sections 5.5; (vj) Indebtedness outstanding on in the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount form of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Guarantees to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced;permitted under Section 5.12; and (vik) unsecured loans or advances constituting Investments permitted under Section 10.05 5.25(e) or (f). Notwithstanding the foregoing, the only Indebtedness of Unconsolidated Affiliates that shall be permitted pursuant to the extent constituting Indebtedness; subsections (viig) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (yh) Indebtedness representing deferred compensation or stockabove shall be Non-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveRecourse Debt.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiib) Indebtedness of the Borrower evidenced and its Subsidiaries outstanding on the Closing Date and set forth in Schedule 8.03, and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by Capitalized Lease Obligations 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) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate (it being understood that it shall be deemed a permitted refinancing under this Section 8.03(b) if funds, raised in a public offering of debt securities, are restricted to repayment of such Indebtedness, even if a period of up to 30 days (or a longer period to the extent that such funds are escrowed pursuant to arrangements satisfactory to the Required Lenders) intervenes between the date such public offering closes and the date that the applicable Indebtedness is repaid from such funds; (c) intercompany Indebtedness and Guarantees with respect to Indebtedness otherwise permitted hereunder, so long as in each case the related Investment made by the holder of such Indebtedness or by the provider of such Guarantee, as applicable, is permitted under Section 8.02 (other than subsection (f) thereof); (d) obligations (contingent or otherwise) of any Consolidated Party existing or arising under any Swap Contract (including any Secured Crack Spread Hedge Agreement, in addition to the Indebtedness permitted under subsection (f) below, 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;”; (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, and (iii) with respect to a Secured Crack Spread Hedge Agreement, such agreement shall have been entered into with an Approved Counterparty; (e) purchase money Indebtedness (including obligations in respect of mortgagesCapital Leases or Synthetic Lease Obligations) hereafter incurred by any Consolidated Party to finance fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of $10,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price or value of the asset(s) financed; (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing and (iv) not less than five Business Days prior to the date of the incurrence of such Indebtedness, industrial revenue bondsthe Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, industrial development bonds upon giving effect to the incurrence of such Indebtedness and similar financings) described to the concurrent retirement of any other Indebtedness of any Consolidated Party, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenant set forth in Section 10.01(vii8.16; (f) (i) ABL Bank Product Obligations, provided that, with respect to any ABL Bank Product Obligations existing or arising under any Swap Contract (A) such obligations are (or were) entered into 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 Consolidated Parties, or changes in the value of securities issued by any of the Consolidated Parties, and not for purposes of speculation or taking a “market view;” and (B) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (ii) the Guarantee of any future Subsidiary of the Borrower which is a Guarantor hereunder of the Indebtedness of the ABL Borrowers permitted under clause (i) of this subsection (f), in each case so long as the Intercreditor Agreement or a replacement intercreditor agreement acceptable to the Administrative Agent and each Lender is in effect; (g) (i) ABL Obligations of the ABL Borrowers (other than ABL Bank Product Obligations permitted by clause (f) above) in an aggregate outstanding principal amount not to exceed the ABL Cap Amount; provided that and (ii) the Guarantee of any future Subsidiary of the Borrower which is a Guarantor hereunder of the Indebtedness of the ABL Borrowers permitted under clause (i) of this subsection (g); (h) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by a Consolidated Party pursuant to a Permitted Acquisition as a result of a merger or consolidation, or the acquisition of Property securing such Indebtedness), so long as (i) such Indebtedness was not incurred in no event connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) not less than five Business Days prior to the date of the consummation of such Permitted Acquisition and incurrence of such Indebtedness, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenant set forth in Section 8.16, and (iii) the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by pursuant to this clause (iiih) shall not exceed $5,000,000 10,000,000 at any one time outstandingtime; (ivi) other Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and hereafter incurred by any subsequent extension, renewal or refinancing thereofConsolidated Party; provided that (i) the terms, taken as a whole, of any such Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable to the Consolidated Parties or the Lenders than the terms of the Loan Documents, and (ii) not less than five Business Days prior to the date of the incurrence of such Indebtedness, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenant set forth in Section 8.16 and (iii) the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in pursuant to this clause (i) shall not exceed (A) with respect of netting servicesto secured Indebtedness incurred pursuant to this clause (i), overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under $5,000,000 at any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of businesstime, and (yB) with respect to all Indebtedness representing deferred compensation or stock-based compensation incurred pursuant to employees of the Borrower; this clause (xiii) additional Indebtedness of the Borrower not to exceed i), $500,000 in aggregate principal amount outstanding 10,000,000 at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not contractCreate, create, incur, incur or assume or suffer to exist any Indebtedness, exceptIndebtedness other than: (a) Indebtedness under the Loan Documents; (i) Indebtedness incurred existing on or pursuant to this Agreement binding commitments existing on the date hereof and, to the extent the principal amount thereof outstanding on the Closing Date exceeds $5,000,000, set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and renewals, refinancings, replacements and extensions thereof that do not (x) increase the amount of such Indebtedness (except by the amount of a reasonable premium or other Credit Documentsreasonable amount paid, accrued and unpaid interest and fees and expenses reasonably incurred, in connection therewith) or (y) shorten the final maturity or the Weighted Average Life to Maturity of such Indebtedness and (ii) intercompany Indebtedness outstanding on the date hereof (after giving effect to the Transaction) and any Permitted Refinancing thereof; provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subordinated on terms no less favorable to the Lenders (as determined by the Borrower) than the subordination terms set forth in the Intercompany Note; (iic) intercompany Indebtedness under Interest Rate Protection Agreements entered into with and Guarantees by the Borrower and its Restricted Subsidiaries in respect to of Indebtedness or other Indebtedness obligations of the Borrower or any of its Restricted Subsidiaries otherwise permitted under this Section 10.04 so long Agreement; provided that if the Indebtedness being Guaranteed is by its express terms subordinated to the Obligations in right of payment, such Guarantee shall be subordinated in right of payment to the Guaranty on terms, taken as a whole, at least as favorable to the entering into Lenders, in all material respects, as those contained in the subordination provisions applicable to such Indebtedness (it being understood that the subordination terms of the Intercompany Note shall satisfy such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesrequirements); (iiid) Indebtedness of the Borrower evidenced or any of its Restricted Subsidiaries owing to Holdings, the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Capitalized Lease Obligations Section 7.02 and, if owing to Holdings, to the extent permitted by Section 7.06; provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to an Intercompany Note; (e) (i) (x) Attributable Indebtedness relating to or arising out of any applicable transaction (including any sale-leaseback transaction) and (y) other Indebtedness (including purchase money Indebtedness and Capitalized Leases) of the Borrower and its Restricted Subsidiaries financing the acquisition, lease, construction, design, repair, replacement or improvement of property (including obligations in respect of mortgagesreal or personal), industrial revenue bondsequipment or other fixed or capital assets, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all so long as such Indebtedness is incurred substantially concurrently with, or assumed in each case after no later than two hundred and seventy (270) days after, the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extensionapplicable acquisition, renewal lease, construction, repair, replacement or refinancing thereofimprovement; provided that the aggregate principal amount of such Indebtedness at any time outstanding pursuant to preceding clause (e)(i) shall not exceed the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding greater of $250,000,000 and 12.5% of Consolidated Tangible Assets determined at the time of any incurrence of such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses Indebtedness (including premiumcalculated on a Pro Forma Basis) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (zii) to the extent such refinancing any Permitted Refinancing of any Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedincurred under Section 7.03(e)(i); (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viif) Indebtedness incurred in respect of Swap Contracts; provided that such obligations are (or were) entered into by such Person in the ordinary course of business in respect and not for purposes of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreementsspeculation; (viiig) (i) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation of any Person that becomes a Restricted Subsidiary after the date hereof, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary and other insurance coverage is not incurred in the ordinary course contemplation of business; (xi) Indebtedness arising from the honoring by such Person becoming a bank or other financial institution of a checkRestricted Subsidiary, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof non-recourse to current and former employees of the Borrower incurred in or any Restricted Subsidiary (other than any Subsidiary of such Person that is a Subsidiary on the ordinary course of business, date such Person becomes a Restricted Subsidiary) and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower or any Restricted Subsidiary assumed in connection with any Permitted Acquisition or other Investment not to exceed $500,000 prohibited under this Agreement but not incurred in aggregate principal amount outstanding at any timecontemplation of such Permitted Acquisition or Investment; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. (a) The Borrower will not, and will not contractpermit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (ii) (A) Indebtedness existing on the date hereof and set forth in Schedule 7.1, including, except as set forth in the proviso below, refinancings thereof but not increases in the amount of any thereof, provided that refinancings of such existing Indebtedness shall not be permitted unless the interest rate on any such refinanced Indebtedness is not in excess of the rate available for similar borrowings by similar borrowers at the time of the refinancing, the final maturity of such refinanced Indebtedness is not earlier than the Maturity Date, and if the Indebtedness being refinanced is subordinated to the Indebtedness under Interest Rate Protection Agreements entered into with respect the Loan Documents, such refinanced Indebtedness shall be so subordinated on the same terms and to the same extent as such Indebtedness being so refinanced and (B) Indebtedness under the Prior Agreement and all agreements, instruments and other documents executed or delivered in connection therewith, provided that such Indebtedness permitted under this Section 10.04 so long as is fully repaid on or before the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesEffective Date; (iii) Indebtedness of the Borrower evidenced by Capitalized or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or -61- 67 capital assets, including Capital Lease Obligations and purchase money any Indebtedness (including obligations assumed in respect connection with the acquisition of mortgagesany such assets or secured by a Lien on any such assets prior to the acquisition thereof, industrial revenue bondsand extensions, industrial development bonds renewals and similar financings) described in Section 10.01(vii); replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that in no event shall (A) such Indebtedness 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 Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) shall not exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under of any Person that becomes a Permanent Term LoanSubsidiary after the date hereof or which is otherwise incurred in connection with an acquisition permitted by Section 7.4(l), provided that (A) such Indebtedness exists at the time such Person becomes a Subsidiary or such acquisition, as applicable, and is not created in contemplation of or in connection with such Person becoming a Subsidiary, or such acquisition, as applicable, and (B) the aggregate principal amount of Indebtedness permitted by this clause (iv) shall not exceed $10,000,000 at any time outstanding; (v) Indebtedness outstanding on of (A) the Closing Date Borrower to any Domestic Subsidiary and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal Domestic Subsidiary to the Borrower or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; any other Domestic Subsidiary and (zB) to the extent such refinancing Indebtedness extendspermitted by Section 7.4(d), renews or refinances Indebtedness subordinated or pari passu the Borrower to any Foreign Subsidiary and of any Foreign Subsidiary to the Term Loans, such refinancing Indebtedness is subordinated Borrower or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed any other Foreign Subsidiary or refinancedDomestic Subsidiary; (vi) Investments permitted under Section 10.05 to Guarantees by (A) the extent constituting IndebtednessBorrower of Indebtedness of any Domestic Subsidiary and by any Domestic Subsidiary of Indebtedness of the Borrower or any other Domestic Subsidiary and (B) any Foreign Subsidiary of Indebtedness of the Borrower and by any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary or Domestic Subsidiary; (vii) Indebtedness of the Borrower incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management an acquisition permitted by Section 7.4(l), provided that (A) such Indebtedness is subordinated to the Indebtedness under the Loan Documents on terms and deposit accounts in form and Indebtedness in connection with substance satisfactory to the honoring Administrative Agent and Required Lenders and (B) at the time of a bank or other financial institution of a checkthe incurrence thereof and immediately after giving effect thereto, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreementsno Default shall have occurred and be continuing; (viii) Indebtedness in Acquisition Related Contingent Payments incurred after the Effective Date with respect to acquisitions permitted by Section 7.4(l), which, at the time of Hedging Agreements so long as the entering into of such Hedging Agreements incurrence thereof, are bona fide hedging activities and are not for speculative purposescommercially reasonable under the circumstances; (ix) Contingent Obligations for customs, stay, Indebtedness of the Borrower under performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required Indebtedness of the Borrower in connection with worker’s compensation and other insurance coverage incurred respect of operating or capital leases of one or more of the Subsidiaries provided that in the ordinary course case of businessGuarantees in respect of Capital Lease Obligations, such Capital Lease Obligations are permitted to be incurred pursuant to clause (iii) above; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds Subsidiary of the Borrower in the ordinary course respect of businessCompensation Financings, provided that (A) at the time of the incurrence thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing, and (B) such Indebtedness shall be unsecured or, if secured, shall be secured only by the 12b-1 Fees and/or Contingent Deferred Sales Commissions to which such Subsidiary is extinguished within two Business Days entitled from the Investment Company or its shareholders which is the subject of its incurrencesuch Compensation Financings; (xii) in addition to Indebtedness permitted under clause (xiii) severanceabove, pension Capital Lease Obligations in connection with sale and health and welfare retirement benefits or leaseback transactions to the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower;extent permitted by Section 7.6; and (xiii) additional Indebtedness in respect of publicly issued Permitted Notes in an aggregate amount not in excess of $100,000,000, provided that at the time of the incurrence thereof and immediately after giving effect thereto, (A) no Default shall have occurred and be continuing and (B) the Leverage Ratio shall be less than 3.00:1.00; (xiv) Indebtedness of the Borrower not to exceed $500,000 or any of the Subsidiaries incurred in aggregate principal amount outstanding connection with a sale of receivables in respect of 12b-1 Fees and Contingent Deferred Sales Commissions, provided that at the time of the incurrence thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing; (xv) Indebtedness of the Borrower or any time; and of the Subsidiaries incurred in connection with a sale of receivables (other than receivables described in clause (xiv) all premiums (if anyabove) in a Securitization transaction permitted by Section 7.5(e)(ii), interest provided that (including post-petition interest)A) at the time of the incurrence (xvi) other unsecured Indebtedness of the Borrower; provided that (A) such Indebtedness is subordinated to the Indebtedness under the Loan Documents on terms and in form and substance satisfactory to the Administrative Agent and Required Lenders and (B) at the time of the incurrence thereof and immediately after giving effect thereto, feesno Default shall have occurred and be continuing. (b) The Borrower will not, expensesand it will not permit any Subsidiary to, charges and additional or contingent interest on obligations described in clauses (i) through issue any equity securities which are of a class or series that, either by its terms, by the terms of any security into which it is convertible or exchangeable at the option of the holder thereof by contract or otherwise, is, or upon the happening of an event or passage of time would be, required to be redeemed prior to the Maturity Date or is redeemable at the option of the holder thereof at any time on or prior to the Maturity Date, or is convertible into or exchangeable at the option of the holder thereof for debt securities at any time prior to the Maturity Date (xiiias from time to time extended), or (ii) abovebe or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any shares of equity securities of the Borrower or any Subsidiary or any option, warrant or other right to acquire any such shares of equity securities, except as permitted under Section 7.8.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (ia) Indebtedness incurred pursuant to under this Agreement and the other Credit Loan Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v6.01(b), (ii) (“Existing Indebtedness”) and any subsequent extension, renewal refinancings or refinancing renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be extendedpaid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced does not increase from that amount outstanding at and (C) the time covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced and (iii) Indebtedness incurred under the Second Lien Credit Agreement; provided that, in the case of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; providedrefinancing after the date hereof, however(x) the Second Lien Collateral Agent shall enter into the Intercreditor Agreement with the Collateral Agent, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such aggregate principal amount of the replacement or refinancing Indebtedness is incurred which is not less than shall equal the remaining Weighted Average Life to Maturity aggregate principal amount of the Indebtedness being extended, renewed replaced or refinanced; , and the yield on the replaced or refinanced Indebtedness shall not be greater than the yield on the Indebtedness being replaced or refinanced and (z) the Second Lien Loan Documents shall not include any provisions, terms or conditions that would not be permitted, under Section [5.3] of the Intercreditor Agreement, in any amendment of the Second Lien Loan Documents. (c) Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the extent Loan Documents and (ii) the notional principal amount of such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to Hedging Obligations at the Term Loans, such refinancing Indebtedness is subordinated or pari passu to time incurred does not exceed the Term Loans at least to the same extent as principal amount of the Indebtedness being extended, renewed or refinancedto which such Hedging Obligations relate; (vid) Investments Indebtedness permitted under by Section 10.05 to the extent constituting Indebtedness6.04(f); (viie) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $10.0 million at any time outstanding; (f) Indebtedness incurred by Non-Guarantor Subsidiaries in the ordinary course of business an aggregate amount not to exceed $1.0 million at any time outstanding; (g) Indebtedness in respect of netting servicesbid, overdraft protectionsperformance or surety bonds, employee credit card programsworkers’ compensation claims, automatic clearinghouse arrangements self-insurance obligations and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with bankers acceptances issued for the honoring account of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each casecase other than for an obligation for money borrowed), obligations under in an aggregate amount not to exceed $1.0 million at any Treasury Services Agreementstime outstanding; (viiih) Indebtedness Contingent Obligations of any Loan Party in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposesIndebtedness otherwise permitted under this Section 6.01; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xii) 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, provided however, that such Indebtedness is extinguished within two five Business Days of its incurrence; (xiij) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness arising in connection with endorsement of the Borrower incurred instruments for deposit in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower;; and (xiiik) additional unsecured Indebtedness of the Borrower any Company in an aggregate amount not to exceed $500,000 in aggregate principal amount outstanding 5.0 million at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovetime outstanding.

Indebtedness. The None of the Borrower or any of the Subsidiaries will not contract, create, incur, assume or suffer permit to exist any Indebtedness, exceptother than: (ia) Indebtedness incurred pursuant to this Agreement and in respect of the other Credit DocumentsObligations; (iib) [reserved] (c) Indebtedness under Interest Rate Protection Agreements entered into with respect existing as of the Amendment and Restatement Closing Date which is identified in Schedule 8.2(c) to other Indebtedness permitted under this Section 10.04 so long as the entering into Disclosure Letter, and refinancing of such Interest Rate Protection Agreements are bona fide hedging activities Indebtedness in a principal amount not in excess of that which is outstanding on the Amendment and are not for speculative purposesRestatement Closing Date (as such amount may have been reduced following the Amendment and Restatement Closing Date); (iiid) unsecured Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgagesperformance, industrial revenue bonds, industrial development surety or appeal bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under an aggregate amount at any Treasury Services Agreementstime outstanding not to exceed $500,000; (viiie) Purchase Money Indebtedness and Capitalized Lease Liabilities in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower principal amount not to exceed $500,000 in the aggregate principal amount outstanding at any time; (f) Permitted Subordinated Indebtedness; (g) [reserved]; (h) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business; (i) Indebtedness incurred in connection with corporate credit card arrangements; (j) Indebtedness consisting of reimbursement obligations pursuant to letter of credit arrangements that are repaid within five Business Days of becoming due; (k) Unsecured Indebtedness in the form of purchase price adjustments, earn outs, deferred compensation, or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with Investments permitted by Section 8.5; provided that the amount of such obligation shall be deemed part of the cost of such Investment (the amount of which shall be deemed to be the amount required to be accrued as a liability in accordance with GAAP or the amount actually paid); (l) Indebtedness consisting of the financing of insurance premiums; (m) Indebtedness (i) of any Loan Party that is organized in the United States owing to any other Loan Party that is organized in the United States, (ii) of any Subsidiaries that are not Guarantors or that are not organized in the United States owing to the Borrower or any Guarantors organized in the United States, in an aggregate amount at any time outstanding not to exceed $500,000 and (iii) of any Subsidiaries that are not Guarantors owing to any other Subsidiary that is not a Guarantor; provided that all of such Indebtedness shall be subordinated to the Obligations pursuant to an intercompany debt subordination agreement in substantially the form of Exhibit H hereto; and (xivn) all premiums other Indebtedness of the Borrower and the Subsidiaries in an aggregate amount at any time outstanding not to exceed $500,000; provided that no Indebtedness otherwise permitted by clauses (if anyc), interest (including post-petition intereste), fees(f), expenses(m) or (n) shall be assumed, charges created or otherwise incurred if a Default has occurred and additional is then continuing or contingent interest on obligations described in clauses (i) through (xiii) abovewould result therefrom.

Indebtedness. The Borrower will not, and will not contractpermit or cause any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness other than: (i) Indebtedness incurred pursuant to under this Agreement Agreement, the Notes and the other Credit DocumentsSubsidiary Guaranty; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so existing on the Closing Date and described in Schedule 8.2, and any renewals, refinancings or replacements thereof as long as the entering into principal amount of such Interest Rate Protection Agreements are bona fide hedging activities renewed, refinanced or replaced Indebtedness shall not exceed the principal amount of such Indebtedness being renewed, refinanced or replaced and are such Indebtedness to be incurred shall not for speculative purposesmature prior to the stated maturity of such Indebtedness being renewed, refinanced or replaced; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewalsalaries, replacement accrued vacation and other compensation), current trade or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; other accounts payable and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, provided that the same shall be paid when due except to the extent being contested in respect good faith and by appropriate proceedings; (iv) purchase money Indebtedness of netting servicesthe Borrower and its Subsidiaries incurred solely to finance the payment of all or part of the purchase price of any equipment, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank real property or other financial institution of a check, draft or similar instrument drawn against insufficient funds fixed assets acquired in the ordinary course of business, including Indebtedness in respect of capital lease obligations, and any renewals, refinancings or replacements thereof (subject to the limitations on the principal amount thereof set forth in this clause (iv)), which Indebtedness shall not exceed $10,000,000 in aggregate principal amount outstanding at any time; (v) Indebtedness incurred as a result of a Lender failing to make any Loan pursuant to Section 2.3(b) in an amount up to the amount of such Loan not made as long as the conditions to making the Loan in Section 4.2 are satisfied immediately before and after such Loan should have been made; (vi) Indebtedness constituting one or more undrawn letters of credit issued on behalf of the Borrower, and in each case, obligations (A) if such letter of credit could not be issued under Section 3.1 because its expiry date extends beyond the seventh day prior to the Maturity Date and (B) if such letter of credit, together with all other letters of credit permitted by this clause (vi), (i) when added to the aggregate Letter of Credit Exposure of the Lenders at such time, would not exceed $30,000,000 and (ii) when added to the sum of (x) the aggregate principal amount of Revolving Loans outstanding at such time, (y) the aggregate Letter of Credit Exposure of all Lenders at such time and (z) the aggregate principal amount of Swingline Loans outstanding at such time, would not exceed the aggregate Commitments at such time; (vii) loans and advances by the Borrower or any Treasury Services AgreementsSubsidiary Guarantors to any other Subsidiary Guarantor or by any Subsidiary Guarantor to the Borrower, provided that any such loan or advance is subordinated in right and time of payment to the Obligations to the extent a Default or Event of Default exists; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar performance bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all surety bonds entered into by the Borrower or any Subsidiary in the ordinary course of business; (xix) Contingent Obligations to insurers required in connection with worker’s compensation Indebtedness incurred or assumed by the Borrower or any Subsidiary as a result of any Permitted Acquisition (A) that is unsecured and other insurance coverage (B) that was not incurred in anticipation of any such Permitted Acquisition; and any renewals, refinancings or replacements thereof as long as the ordinary course principal amount of businesssuch renewed, refinanced or replaced Indebtedness shall not exceed the principal amount of such Indebtedness being renewed, refinanced or replaced and such Indebtedness to be incurred shall not mature prior to the stated maturity of such Indebtedness being renewed, refinanced or replaced; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) other unsecured Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed exceeding $500,000 10,000,000 in aggregate principal amount outstanding at any time; and (xivxi) all premiums Indebtedness incurred by any of the Borrower’s Subsidiaries in connection with guarantees of the Senior Notes (if anyreferred to on Schedule 8.2) as permitted by Section 8.2(ii), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will (a) Borrowers shall not, and shall not contract, permit any other Loan Party to create, incur, assume or suffer to exist become obligated (directly or indirectly), for any Indebtednessloans or other indebtedness for borrowed money other than the Loans, except: except that Borrowers and the Loan Parties may (i) Indebtedness incurred pursuant borrow money from a Person other than Lender on an unsecured and subordinated basis if a subordination agreement in favor of Lender and in form and substance reasonably satisfactory to this Agreement Lender is executed and the other Credit Documents; delivered to Lender relative thereto; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities maintain their present indebtedness listed on Schedule 11.14 hereto (and are not for speculative purposes; consummate any refinancings thereof); (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements incur unsecured indebtedness and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds current liabilities to trade creditors in the ordinary course of business, including ; (iv) incur purchase money indebtedness or capitalized lease obligations in each case, connection with Capital Expenditures not to exceed $250,000 in any Fiscal Year of Borrowers (other than a refinancing of such obligations incurred under this clause in prior years which does not increase the principal amount of liabilities thereunder) or $750,000 in the aggregate for all Loan Parties and any Treasury Services Agreements; operating lease obligations which are reclassified as capital lease obligations as a result of a change in GAAP occurring after the Closing Date; (viiiv) Indebtedness reimbursement obligations in respect of Hedging Agreements so long as the entering into letters of such Hedging Agreements are bona fide hedging activities and credit which are not for speculative purposes; issued under this Agreement because either beneficiary did not accept the draft Letter of Credit or the L/C Issuer was unable or unwilling to issue such letters of credit, provided that the face amount of all such letters of credit when combined with Letters of Credit issued hereunder do not exceed the Letter of Credit sublimit and at the time any such letter of credit is issued the applicable Borrower would have had sufficient Revolving Loan Availability to otherwise issue such letter of credit as a Letter of Credit under this Agreement, (ixvi) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin intercompany loans between Borrowers to the extent permitted pursuant to Section 13.6; and similar bonds and suretyship arrangements, and completion guarantees and other obligations (vii) indebtedness arising from the financing of a like nature, all insurance premiums in the ordinary course of business;. (xb) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of businessBorrowers shall not, and (y) Indebtedness representing deferred compensation or stock-based compensation shall not permit any other Loan Party to employees of the Borrower; (xiii) additional Indebtedness of the Borrower incur operating lease obligations requiring payments not to exceed $500,000 7,500,000 in the aggregate principal amount outstanding at during any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveFiscal Year of Borrowers.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any Indebtedness, exceptIndebtedness (exclusive of trade debt) except in respect of: (ia) Indebtedness incurred pursuant to Lenders under this Agreement and the other Credit Other Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness incurred for Capital Expenditures permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes7.6 hereof; (iiic) Permitted Purchase Money Indebtedness; (d) Indebtedness due under the Subordinated Loan Documentation and Indebtedness assumed under the Acquisition Agreement and any refinancings of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgagessuch Indebtedness, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall connection with such refinancing: (i) the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after is not increased, (ii) the Closing Date permitted by this clause scheduled maturity date of such Indebtedness is not shortened, (iii) exceed $5,000,000 at any one time outstandingthe covenants or defaults are not materially more restrictive or more onerous than analogous provisions in the Subordinated Loan Documentation as in effect on the date hereof, and (iv) an intercreditor agreement in form and substance satisfactory to Agent and the Required Lenders shall have been executed and delivered to Agent prior to the consummation of such refinancing (it being agreed that an intercreditor agreement containing terms substantially similar to the terms set forth in the Subordination Agreement will be satisfactory); (ive) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed described on Schedule 10.04(v) (“Existing Indebtedness”) 7.8 and any subsequent extensionrefinancings of such Indebtedness, renewal or refinancing thereof; provided that the aggregate principal amount of such Indebtedness is not increased, the scheduled maturity dates of such Indebtedness to be extended, renewed or refinanced does are not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued shortened and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less on terms and conditions no more restrictive than the remaining Weighted Average Life to Maturity terms and conditions of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vif) Investments permitted Indebtedness under Section 10.05 any Interest Rate Hedge; (g) Indebtedness owed to another Borrower, but only to the extent constituting Indebtedness; (vii) Indebtedness incurred in permitted under the ordinary course other applicable terms and limitations of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessthis Agreement, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are but not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations limited to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeSection 7.5; and (xivh) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveguarantees of Indebtedness of another Borrower which Indebtedness is otherwise permitted under this Section 7.8.

Indebtedness. The Borrower will not not, nor will it permit any Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising or existing under this Agreement and the other Credit DocumentsDocuments and the Subordinated Debt; (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or --------------- extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension (plus any interest and fees that have accrued on such principal amount being refinanced); (c) Indebtedness incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness shall not exceed $1,000,000 at any time outstanding; (d) Unsecured intercompany Indebtedness among the Borrower and its Subsidiaries, provided that any such Indebtedness shall be fully -------- subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Agent; (e) Indebtedness and obligations owing under Interest Rate Protection Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into with respect in order to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate, exchange rate or commodity price risks and are not for speculative purposes; (iiif) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally; (g) Indebtedness of a Subsidiary of the Borrower, which Subsidiary was acquired after the Closing Date and which Indebtedness was in existence at the time of acquisition by the Borrower of such Subsidiary, and not incurred in contemplation of such acquisition, so long as such Indebtedness is non-recourse debt (except with respect to such Subsidiary and its Subsidiaries); (h) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and in the form of holdback notes or deferred purchase money Indebtedness price in connection with an acquisition; (including i) obligations in respect of mortgages, industrial revenue bonds, industrial development performance bonds and similar financings) described in Section 10.01(vii); completion guarantees provided that in no event shall by the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred Borrower or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount Subsidiary of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred Borrower in the ordinary course of business in respect not to exceed an aggregate amount of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under $500,000 at any Treasury Services Agreementstime; (viiij) Indebtedness of Foreign Subsidiaries in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower an aggregate principal amount not to exceed $500,000 in aggregate principal amount outstanding 2,000,000 at any time; (k) other unsecured Indebtedness of Credit Parties which (together with Indebtedness permitted pursuant to clauses (g) and (h) above) does not exceed $7,500,000 in the aggregate at any time outstanding; and (xivl) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveGuaranty Obligations permitted by Section 6.3.

Indebtedness. The Such Borrower will shall not, and such Borrower shall not contractpermit any of its Subsidiaries to, incur, create, incurassume, assume become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtednessobligations of a type which would appear on a balance sheet of such Borrower or any of its Subsidiaries prepared in accordance with GAAP as a liability, except: including Capitalized Lease Obligations, or indebtedness, except (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; Liabilities, (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities trade obligations and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred normal accruals in the ordinary course of business not yet due and payable, or with respect to which such Borrower or such Subsidiary is contesting in respect of netting servicesgood faith the amount or validity thereof by appropriate proceedings, overdraft protectionsand then only to the extent that such Borrower or such Subsidiary has set aside on its books adequate reserves therefor, employee credit card programsif appropriate under generally accepted accounting principles, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness (iii) Capitalized Lease Obligations which are incurred in connection with the honoring purchase of a bank any hereafter acquired Equipment or other financial institution Capital Expenditures, so long as such indebtedness is used to finance not more than 100% of a checkthe purchase price of such property (the "Third Party Financed Equipment") and the aggregate amount of such Capitalized Lease Obligations incurred in any Fiscal Year for all Borrowers and all of their Subsidiaries does not exceed $2,000,000, draft (iv) indebtedness owed by Rail to any Subsidiary, or similar instrument drawn against insufficient funds by any Subsidiary to Rail (provided that the aggregate outstanding amount of all such indebtedness does not at any time exceed $1,000,000) and indebtedness owed by Deco to Rail permitted under Subsection 8.4(x), (v) indebtedness of any Excluded Subsidiary existing at the time such Person becomes an Excluded Subsidiary and any refinancing thereof, and (vi) indebtedness listed on Schedule 8.2 hereto and any refinancings (but not increases) thereof that is on terms no less favorable to than the terms of the indebtedness being refinanced (provided, however, Rail shall give Agent at least ten (10) days prior written notice of any such refinancing and copies of all documents, instruments and agreements with respect thereto). Except for (i) prepayments made in the ordinary course of business, including in each case, business to obtain prompt payment discounts offered on trade obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, (ii) immaterial prepayments of obligations incurred in the ordinary course and (yiii) Indebtedness representing deferred compensation as otherwise permitted by this Agreement, such Borrower shall not, and such Borrower shall not permit any of its Subsidiaries to, pay any obligation or stock-based compensation to employees of indebtedness before the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovesame is due.

Indebtedness. The Borrower will Borrowers do not contract, create, incur, assume or suffer to exist and shall not hereafter have any Indebtedness, exceptIndebtedness with the exceptions of: (ia) Indebtedness incurred pursuant to this Agreement the Agents and the other Credit DocumentsLenders hereunder; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long existing as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal wholly- owned Subsidiary to a Borrower or refinancing, plus accrued any other wholly-owned Subsidiary and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extensionof a Borrower to any wholly-owned Subsidiary; provided, however, that such refinancing Indebtedness: (yi) has all moneys due from a Weighted Average Life Borrower to Maturity at the time such refinancing Indebtedness is incurred any Subsidiary which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; a Borrower will be expressly constituted as a Subordinated Debt and (zii) no Borrower shall repay any such moneys due to any Subsidiary at any time unless no Event of Default exists and no event which, with the extent giving of notice or lapse of time or both, would constitute an Event of Default exists or will exist after such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedrepayment; (vic) Investments permitted under Section 10.05 to the extent constituting Indebtedness; Current liabilities of a Borrower or any Subsidiary (viiother than for borrowed money) Indebtedness incurred in the ordinary course of its business and in accordance with customary trade practices; (d) Existing Indebtedness of a Borrower or any Subsidiary referred to in EXHIBIT 7-7 attached hereto, and renewals and extensions thereof, provided that (i) the aggregate principal amount of such Indebtedness is not at any time increased, (ii) no material terms applicable to such Indebtedness shall be more favorable to the renewal or extension lenders than the terms that are applicable to the holders of such Indebtedness on the date hereof and (iii) the interest rate applicable to such Indebtedness shall be a market interest rate as of the time of such renewal or extension; (e) Indebtedness of a Borrower or any Subsidiary secured by Permitted Liens; (f) Indebtedness of a Borrower or any Subsidiary in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with guarantees to the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in extent the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such underlying Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stockpermitted by this Section 7-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time7; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, exceptpermit: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations (i) First Mortgage Bonds outstanding at any time to exceed $222,265,000 less the aggregate amount of all repayments, optional or mandatory, of the principal amount thereof made on or after the date hereof and (ii) First Mortgage Bonds and Second Mortgage Bonds outstanding at any time taken together to exceed (x) prior to the Flexibility Date, $650,000,000 and (y) after the Flexibility Date, an amount equal to $650,000,000 minus 60% of the amount of secured Indebtedness of the Borrower that is reduced during the period beginning on the Effective Date and ending thirty-five (35) days after the Acquisition Closing Date; provided that there shall be disregarded for purposes of any determination under this paragraph the principal amount of all such Indebtedness incurred any outstanding First Mortgage Bonds or assumed in each case Second Mortgage Bonds (collectively, "Mortgage Bonds") which (A) are to be redeemed or paid at maturity within 90 days after the Closing Date permitted by this clause date of such determination or (iiiii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on evidence or secure the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that Borrower's obligations in respect of industrial development revenue bonds of the aggregate same principal amount of the Indebtedness (or related reimbursement obligations) which are to be extended, renewed redeemed or refinanced does not increase from that amount outstanding paid at maturity within 90 days after the time date of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extensiondetermination; provided, however, that (1) in the case of any such refinancing Indebtedness: redemption, either irrevocable and unconditional notice of redemption shall have been given or irrevocable and unconditional instructions shall have been given to the related trustee to give such notice of redemption and (y2) has a Weighted Average Life in the case of any such redemption or payment, cash in an amount sufficient to Maturity at redeem or repay the time such refinancing Indebtedness is incurred which is not less Mortgage Bonds to be disregarded (or the obligations evidenced or secured thereby) shall have been deposited with the applicable trustee for the redemption or payment thereof; or (b) the aggregate amount of Guarantees by the Borrower and the Consolidated Subsidiaries (other than the remaining Weighted Average Life to Maturity Guarantees of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements Obligations and other similar services in connection with cash management and deposit accounts and than Guarantees by the Borrower or any Consolidated Subsidiary of Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (yor a Consolidated Subsidiary) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not outstanding at any time to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above30,000,000.

Indebtedness. The Borrower Company covenants that it will not, and will not contractpermit any other Transaction Party to, create, incur, assume or suffer to exist any liability for Indebtedness, except: (i) Indebtedness incurred pursuant to under this Agreement and the other Credit Documentsor any Note; (ii) Existing Indebtedness under Interest Rate Protection Agreements entered into with respect to as set forth on Schedule 6B, including extensions, renewals or Permitted Refinancing thereof; provided there is no increase in the amount thereof or other Indebtedness permitted under this Section 10.04 so long as significant change in the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesterms thereof unless otherwise specified on Schedule 6B; (iii) Indebtedness with respect to Purchase Money Security Interests and Capitalized Leases as and to the extent permitted under clause (viii) or clause (xx) of the Borrower evidenced by Capitalized Lease Obligations definition of “Permitted Liens” with respect to the aggregate amount of unpaid principal loans and purchase money Indebtedness deferred payments (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(viiimputed principal under Capitalized Leases); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) any (a) Lender Provided Interest Rate Hedge, (b) other Interest Rate Hedge approved by the Required Holder(s); (c) Lender Provided Foreign Currency Hedge or (d) other Indebtedness under a Permanent Term Loanany Other Lender Provided Financial Service Product so long as the Intercreditor Agreement shall be in full force and effect with respect thereto; provided that the Transaction Parties shall enter into an Interest Rate Hedge or Foreign Currency Hedge only for hedging (rather than speculative) purposes; (v) Indebtedness under the Credit Agreement and the Mexicana Credit Agreement in an aggregate outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount not to exceed $712,000,000 (or, at any time after the termination or expiration of the Mexicana Credit Agreement and the repayment of the obligations thereunder, $700,000,000); (vi) Indebtedness of a Transaction Party to be extendedanother Transaction Party which is subordinated pursuant to the Intercompany Subordination Agreement; and Indebtedness of a Transaction Party to a Subsidiary which is not a Transaction Party and which Indebtedness is subordinated on terms and conditions reasonably satisfactory to the Required Holder(s); (vii) Indebtedness secured by a Lien on real property, renewed or refinanced improvements to real property and fixtures permitted under clause (xix) of the definition of “Permitted Liens”; (viii) Indebtedness secured by a Lien permitted under clause (xx) of the definition of “Permitted Liens” with respect to Permitted Acquisitions; (ix) Indebtedness that is subordinated in right of payment to the payment of the Notes on terms and conditions acceptable to Required Holder(s); (x) Guaranties permitted under paragraph 6D; (xi) Indebtedness for employer contributions to the ESOP not in excess of limitations set forth in Section 404 of the Code; (xii) Indebtedness arising under the Company’s stock repurchase liability under the ESOP; (xiii) unsecured Indebtedness that (a) matures after, and does not increase from require any scheduled amortization or other scheduled amortizations or other scheduled payments of principal prior to the latest maturity date of any outstanding Notes (it being understood that amount outstanding such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (b) hereof), and (b) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Company than the terms and conditions customary at the time of any such extensionfor high-yield debt securities issued in a public offering (or if applicable, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extensionhigh-yield subordinated debt securities so issued); provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; both immediately prior and (z) after giving effect to the extent such refinancing Indebtedness extendsincurrence thereof, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course no Default or Event of business; (xi) Indebtedness arising from the honoring by a bank Default shall exist or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, result therefrom and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiiiCompany shall be in compliance with the covenants set forth in paragraphs 6A(1) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeand 6A(2); and (xiv) all premiums other unsecured Indebtedness (if any), interest (including post-petition interest), fees, expenses, charges in addition to and additional not subject to the limitations or contingent interest on obligations described in conditions for any unsecured Indebtedness permitted pursuant to clauses (i) through (xiii) above) in an aggregate amount not to exceed $100,000,000 at any time outstanding, provided that both immediately prior and after giving effect to the incurrence thereof, (a) no Default or Event of Default shall exist or result therefrom and (b) the Company shall be in compliance with the covenants set forth in paragraphs 6A(1) and 6A(2).

Indebtedness. LEGAL02/36800330v21 The Borrower will not contractnot, nor will it permit any Restricted Subsidiary to, create, incur, assume incur or suffer to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement The Obligations and the other Credit DocumentsRate Management Obligations and Banking Services Obligations constituting Secured Obligations; (iib) Indebtedness existing on the 2014 Closing Date and described in Schedule 7.1(b); (c) Indebtedness arising under Interest Rate Protection Agreements entered into with respect to Management Transactions (other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not than for speculative purposes); (iiid) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and Secured or unsecured purchase money Indebtedness (including obligations Capitalized Leases) incurred by the Borrower or any of its Restricted Subsidiaries after the Closing Date to finance the acquisition of assets used in respect its business, if (1) the total of mortgagesall such Indebtedness for the Borrower and its Restricted Subsidiaries taken together incurred on or after the Closing Date, industrial revenue bondswhen aggregated with the Indebtedness permitted under clause (i) immediately below, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the not exceed an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 20,000,000 at any one time outstandingoutstanding (excluding Capitalized Leases, which shall not be subject to any dollar limitation under this clause (d)), (2) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (3) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, and (4) any Lien securing such Indebtedness is permitted under Section 7.2 (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”); (e) Indebtedness arising from intercompany loans and advances (i) made by any Subsidiary to any Loan Party; provided that the Borrower agrees (and will cause each of its Subsidiaries to agree) that all such Indebtedness owed to any Unrestricted Subsidiary by any Loan Party shall be expressly subordinated to the Secured Obligations pursuant to subordination provisions reasonably acceptable to the Administrative Agent, (ii) made by any Loan Party to any other Loan Party; (iii) made by the Borrower or any Restricted Subsidiary to any other Restricted Subsidiary solely for the purpose of facilitating, in the ordinary course of business consistent with past practice, the payment of fees and expenses in connection with collection actions or proceedings or (iv) made by the Borrower or any other Restricted Subsidiary to any Unrestricted Subsidiary to the extent such loan would be permitted as an investment in compliance Section 7.4(i); (f) Guaranty obligations of the Borrower or any other Loan Party of any Indebtedness of any Restricted Subsidiary permitted under clause (b) of this Section 7.1 or of any Indebtedness of any Subsidiary permitted as an Investment under Section 7.4(i); (g) Guaranty obligations of any Restricted Subsidiary of the Borrower that is a Guarantor with respect to any Indebtedness of the Borrower or any other Restricted Subsidiary permitted under this Section 7.1, other than the Permitted Foreign Subsidiary Non-Recourse Indebtedness; (h) Indebtedness under a Permanent Term Loan;the Prudential Financing in an aggregate principal amount not to exceed $150,000,000; LEGAL02/36800330v21 (vi) Additional unsecured Indebtedness outstanding on of the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and Borrower or any subsequent extensionRestricted Subsidiary, renewal or refinancing thereofto the extent not otherwise permitted under this Section 7.1; provided provided, however, that the aggregate principal amount of such additional Indebtedness, when aggregated with the Indebtedness to be extendedpermitted under clause (d) immediately above shall not exceed $20,000,000 at any time outstanding; (j) Bonds or other Indebtedness required by collections licensing laws in the ordinary course of the Loan Parties’ business; (k) Indebtedness, renewed liabilities and contingent obligations incurred or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred assumed in connection with such renewal, replacement or extensiona Permitted Acquisition; provided, however, that any such refinancing Indebtedness: (y) has Indebtedness incurred or assumed by a Weighted Average Life Person that is a Foreign Subsidiary after giving effect to Maturity at the time consummation of such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Permitted Acquisition shall be permitted only to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting constitutes Permitted Foreign Subsidiary Non-Recourse Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. In addition to the provisions in section 6 of the Agreement, the Company may deduct from any commissions, fees or other compensation due the PGA under the Agreement any indebtedness which is now or may hereafter become due from the PGA to the Company or any of its subsidiaries, whether arising under the Agreement or otherwise. The Borrower will Company may also deduct from any commissions, fees or other compensation due the PGA under the Agreement any indebtedness which is now or may hereafter become due from any PPA under the PGA's supervision to the Company or any of its subsidiaries. This provision shall not contractbe construed to limit the amount of any indebtedness to the value of commissions, createfees or other compensation due under the Agreement, incurnor shall it be construed to limit any other rights of the Company or its subsidiaries to recover any indebtedness as described above. If legal action is taken to recover such indebtedness, assume or suffer the Company and/or its subsidiaries may recover attorney's fees, costs, and expenses from the PGA. Provident Mutual Life Insurance Company Effective Date: January 1, 1997 By: /s/ Andr▇▇ ▇. ▇▇▇▇▇ ------------------------- ---------------------------------- Andr▇▇ ▇. ▇▇▇▇▇ Senior Vice President - PPGA PROVIDENT MUTUAL LIFE INSURANCE COMPANY OF PHILADELPHIA ANNUALIZED ADVANCE COMMISSION PAYMENTS AMENDMENT This Amendment is attached and hereby incorporated into the Producing General Agent's Agreement, hereinafter called the Agreement, and is subject to exist any Indebtednessall of the terms and conditions contained in the Agreement. This Amendment is for the purpose of authorizing certain annualized advance commission payments to the Producing General Agent, excepthereinafter called the PGA, and to set forth conditions and obligations for repayment. In its sole discretion, the Company may permit annualized advance commission payments on certain policies in designated circumstances. As to such advances, the terms are as follows: (i) Indebtedness incurred 1. Upon payment of the first monthly premium under the Automatic Payment Plan, quarterly premium, or semi-annual premium on a life insurance policy issued by the Company pursuant to an application obtained by the PGA, the commission for the first full policy year will be determined and paid to the PGA by the Company. The amount of such payment shall be the Annualized First Year Commission. 2. The maximum premiums to which this Agreement and will apply are limited to scheduled premiums no greater than: $2,000 for semi-annual premiums, $1,000 for quarterly premiums, or $330 for monthly premiums under the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into Automatic Payment Plan. Policies with respect to other Indebtedness permitted under this Section 10.04 so long as premiums greater than the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and above listed amounts are not eligible for speculative purposes;annualization. (iii) Indebtedness 3. Should the Insured die, or should the policy on which an Annualized First Year Commission has been paid lapse or terminate for any reason whatsoever before the premiums for the first full policy year are paid, that percentage of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall Annualized First Year Commission equal to the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount percentage of the Indebtedness premiums for the first full policy year which were not paid shall be deemed to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity unearned portion of the Indebtedness being extended, renewed or refinanced; and (z) Annualized First Year Commission which has been advanced to the extent such refinancing Indebtedness extendsPGA by the Company, renews or refinances Indebtedness subordinated or pari passu and which thereafter will constitute an indebtedness to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to Company without further demand by the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveCompany.

Indebtedness. The Borrower Credit Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising under this Agreement Credit Agreement, the other Credit Documents and the other Revolving Credit Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into the Hawaii Loan Documents or in existence as of the Agreement Date and described on Schedule 8.1 and any Indebtedness (the “Replacement Indebtedness”) extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any such existing Indebtedness (the “Replaced Indebtedness”) so long as (i) the direct and contingent obligors with respect to the Replaced Indebtedness and the Replacement Indebtedness shall be the same, (ii) the Replacement Indebtedness shall not mature prior to the stated maturity date or mandatory redemption date of the Replaced Indebtedness, (iii) if the Replaced Indebtedness is subordinated in right of payment or otherwise to the obligations of each of the Credit Parties under and in respect of the Credit Documents to which any of them is a party, then the Replacement Indebtedness must be subordinated to such obligations to at least the same extent and (iv) the Replacement Indebtedness otherwise complies with all other Indebtedness permitted under terms and conditions contained in any other Section of this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesCredit Agreement; (iiic) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financingsCapital Leases or Synthetic Leases) described in Section 10.01(vii)hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets; provided that in no event (i) the total of all such Indebtedness for all such Persons taken together shall the not exceed an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 250,000 at any one time outstanding; ; (ivii) such Indebtedness under when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount in excess of the Indebtedness to be extended, renewed or refinanced does not increase from that amount principal balance outstanding thereon at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vid) Investments permitted under Section 10.05 to Indebtedness resulting from customary recourse carve-outs associated with securitization transactions (including, by way of example, those for fraud, misapplication of proceeds and environmental indemnities) and not involving the extent constituting Indebtednesscreditworthiness of the applicable obligors; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiie) Indebtedness in respect the form of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage trade payables incurred in the ordinary course of business; (xif) obligations of the Borrower in respect of Hedging Agreements to the extent such agreements are for the purpose of hedging interest rate risk with respect to the Indebtedness arising from under the honoring Credit Documents or are otherwise approved by a bank or other financial institution of a checkthe Agent, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrencediscretion; (xiig) intercompany Indebtedness permitted under Section 8.6; provided, however, that the obligations of each obligor of such Indebtedness shall: (xi) severance, pension and health and welfare retirement benefits or be subordinated to the equivalent thereof Credit Party Obligations on terms acceptable to current and former employees of the Borrower incurred Required Term Loan Lenders in the ordinary course of business, their sole discretion and (yii) Indebtedness representing deferred compensation or stock-based compensation to employees of have such other terms and provisions as the BorrowerAgent may reasonably require; (xiiih) additional in addition to the Indebtedness otherwise permitted by this Section 8.1, (i) other recourse Indebtedness hereafter incurred by the General Partner, the Borrower or any of their Subsidiaries provided that (A) the loan documentation with respect to such Indebtedness shall not contain financial covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Credit Documents, (B) the Borrower shall have delivered to the Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Borrower not to exceed $500,000 Credit Parties would be in compliance with the Financial Covenants and (C) the aggregate principal amount outstanding of such Indebtedness, together with Indebtedness permitted pursuant to Sections 8.1(c) and (f) shall not at any timetime exceed $20,000,000 plus the amount of any hedge obligations incurred with respect to a Term Securitization; (ii) Indebtedness where the recourse of the lender is limited to foreclosure of its security interest in the subject property; and (xiviii) all premiums (Guaranty Obligations of any Guarantor with respect to any Indebtedness permitted under this Section 8.1. Notwithstanding the foregoing, the General Partner and the Borrower shall not, and shall not permit any other Subsidiary to, create, incur or assume any Indebtedness after the Closing Date if any)immediately prior to the creation, interest (incurring or assumption thereof, or immediately thereafter and after giving effect thereto, a Default or Event of Default is or would be in existence, including post-petition interest)without limitation, fees, expenses, charges and additional a Default or contingent interest on obligations described Event of Default resulting from a violation of any of the covenants contained in clauses (i) through (xiii) abovethis Section 8.1.

Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Existing Indebtedness outstanding on the Closing Initial Borrowing Date and listed on Schedule 10.04(v) VI (“Existing Indebtedness”) and as reduced by any repayments of principal thereof), without giving effect to any subsequent extension, renewal or refinancing thereof; thereof except to the extent set forth on Schedule VI, provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued ; (iii) Indebtedness of the Borrower under (x) Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred Other Hedging Agreements entered into in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness currency values or commodity prices in connection with the honoring Borrower’s or any of a bank or other financial institution of a checkits Subsidiaries’ operations, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ixiv) Contingent Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations for customs(to the extent permitted pursuant to Section 10.07) and purchase money Indebtedness described in Section 10.01(vii), stay, performance, appeal, judgment, replevin provided that in no event shall the sum of the aggregate principal amount of all Capitalized Lease Obligations and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of businesspurchase money Indebtedness permitted by this clause (iv) exceed $50,000,000 at any time outstanding; (xv) Contingent Obligations Indebtedness constituting Intercompany Loans to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of businessextent permitted by Section 10.05(viii); (xivi) Indebtedness consisting of guaranties by the Borrower and the Qualified Wholly-Owned Domestic Subsidiaries of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement (other than obligations (if any) in respect of the PD LLC Notes, the PD LLC Notes Guaranty and the Permitted PD LLC Notes Refinancing Indebtedness); (vii) Indebtedness of a Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y) and (z) the aggregate principal amount of all Indebtedness permitted by this clause (vii) shall not exceed $75,000,000 at any one time outstanding; (viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that so long as such Indebtedness is extinguished within two four Business Days of after its incurrence; (xiiix) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Indebtedness of the Borrower incurred and its Subsidiaries with respect to performance bonds, surety bonds, appeal bonds or customs bonds required in the ordinary course of businessbusiness or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all such performance bonds, surety bonds, appeal bonds and customs bonds permitted by this clause (ix) shall not at any time exceed $10,000,000; (x) Indebtedness of the 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 in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 10.04(vi); (yxi) Indebtedness representing deferred compensation or stock-based compensation of PD LLC under the PD LLC Notes and the other PD LLC Notes Documents and of Pulitzer under the PD LLC Notes Guaranty, in an aggregate principal amount (without duplication in the case of amounts owing by Pulitzer under the PD LLC Notes Guaranty) not to employees exceed $306,000,000 less the amount of any repayments of principal thereof after the BorrowerInitial Borrowing Date; (xii) Indebtedness of PD LLC incurred pursuant to the Permitted PD LLC Notes Refinancing Indebtedness and of Pulitzer under an unsecured guaranty thereof on terms no more restrictive in any material respect than those set forth in the PD LLC Notes Guaranty but only so long as Herald provides an indemnity in favor of Pulitzer for any payments made under such unsecured guaranty on the same basis provided by Herald under the current PD LLC Indemnity Agreement; and (xiii) additional unsecured Indebtedness of the Borrower not and its Subsidiaries (“Additional Permitted Indebtedness”), so long as (i) no Default or Event of Default then exists or would result from the incurrence or issuance of any such Additional Permitted Indebtedness, (ii) at least five Business Days prior to exceed $500,000 the incurrence or issuance of any such Additional Permitted Indebtedness, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of the Borrower setting forth (in reasonable detail) the recalculation of the Interest Expense Coverage Ratio and the Total Leverage Ratio on a Pro Forma Basis for the Calculation Period then most recently ended prior to the date of such incurrence or issuance for which financial statements have been delivered to the Lenders under this Agreement (and determined as if such Additional Permitted Indebtedness had been incurred or issued on the first day of, and had remained outstanding throughout, such Calculation Period, and also taking into account the aggregate principal amount of all other Additional Permitted Indebtedness theretofore incurred or issued after the first day of such Calculation Period), and such recalculation shall show that the Borrower would have been in compliance with Sections 10.08 and 10.09 as of the last day of such Calculation Period, (iii) all of the terms and conditions of such Additional Permitted Indebtedness (other than interest rates, but including, without limitation, covenants, events of default, remedies, amortizations and maturities) are no less favorable in any material respect to the Lenders or materially more restrictive on the Borrower and its Subsidiaries than those terms and conditions contained in this Agreement, (iv) such Additional Permitted Indebtedness shall have a Weighted Average Life to Maturity greater than the Tranche of any then outstanding Term Loans that has the longest Weighted Average Life to Maturity, and (v) the aggregate principal amount of all Additional Permitted Indebtedness incurred by Subsidiaries of the Borrower that are not Qualified Wholly-Owned Domestic Subsidiary Guarantors shall not exceed $75,000,000 at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveone time outstanding.

Indebtedness. The Borrower will not permit any of its Subsidiaries to contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising under this Credit Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiib) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations Subsidiaries set forth in Schedule 7.1 (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness and in amounts no greater than such existing Indebtedness at the time of such renewal, refinancing or extension); (c) purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financingsCapital Leases or Synthetic Leases) described in Section 10.01(vii); hereafter incurred by the Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness (other than Indebtedness set forth in no event Schedule 7.1) for all such Persons taken together shall the not exceed an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 10,000,000 at any one time outstanding; ; (ivii) such Indebtedness under when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount in excess of the Indebtedness to be extended, renewed or refinanced does not increase from that amount principal balance outstanding thereon at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vid) Investments permitted under Section 10.05 to obligations of the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness Subsidiaries in respect of Hedging Agreements so long as the entering entered into of such Hedging Agreements are bona fide hedging activities in order to manage existing or anticipated interest rate or exchange rate risks and are not for speculative purposes; (ixe) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin intercompany Indebtedness and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of businessGuarantees permitted under Section 7.6; (xf) Contingent Obligations in addition to insurers required in connection with worker’s compensation and the Indebtedness otherwise permitted by this Section 7.1, other insurance coverage Indebtedness hereafter incurred in by the ordinary course of business; (xi) 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 businessSubsidiaries, provided that (i) the loan documentation with respect to such Indebtedness shall not contain covenants or default provisions relating to any Consolidated Party that are more restrictive than the covenants and default provisions contained in the Credit Documents, (ii) no Default or Event of Default shall exist before or after giving effect on a Pro Forma Basis to the incurrence thereof, (iii) the aggregate principal amount of such Indebtedness shall not exceed $2,000,000 at any time and (iv) such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or permitted under the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveSenior Subordinated Note Indenture.

Indebtedness. The Borrower will not, and will not contractpermit any Subsidiary (if any) to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into existing on the date hereof and set forth in Schedule 5.2 and subject to a Subordination Agreement, but not any extensions, renewals or replacements of any such Indebtedness; provided that, with respect to other any such Indebtedness, the Borrower shall, no later than thirty (30) days following the Closing Date, deliver to the Agent, all in form and substance acceptable to the Agent, (i) an amendment to each promissory note evidencing such Indebtedness permitted under this Section 10.04 so long as that provides that (1) the entering into maturity date of the related Indebtedness shall be no earlier than six months following the Maturity Date and (2) the holder of such Interest Rate Protection Agreements Indebtedness shall not be permitted at any time prior to maturity thereof to exercise, collect on or otherwise enforce any call provision, put right or similar provision and (ii) evidence that all loan agreements, security agreements and promissory notes with respect to such Indebtedness (1) contains the legend required by the related Subordination Agreement and (2) has been revised (A) to permit the Obligations and security interest granted in the Collateral hereunder and (B) so the representations, covenants and defaults thereunder are bona fide hedging activities no more restrictive than the representations, covenants and are not for speculative purposesEvents of Default contained in the Loan Documents; (iiic) unsecured Indebtedness owing to Newtek that is incurred after the date hereof and subject to a Subordination Agreement; (d) Indebtedness of the Borrower evidenced by Capitalized or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and purchase money any Indebtedness (including obligations assumed in respect connection with the acquisition of mortgagesany such assets or secured by a Lien on any such assets prior to the acquisition thereof, industrial revenue bondsand extensions, industrial development bonds renewals and similar financings) described in Section 10.01(vii); replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that in no event shall (A) such Indebtedness 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 Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) shall not exceed $5,000,000 150,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xive) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described Guaranties in clauses (i) through (xiii) abovefavor of the Agent for the benefit of the Lenders.

Indebtedness. The Borrower will Each of the Loan Parties shall not, and shall not contractpermit any of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Indebtedness, except: (iA) Indebtedness incurred pursuant to this Agreement and under the other Credit Loan Documents; (iiB) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Trade payables and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect which are not represented by a promissory note or other evidence of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements indebtedness and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with which are not the honoring subject of a bank genuine dispute or other financial institution are not more than ninety (90) days past due or, if more than ninety (90) days past due, for which adequate reserves in conformity with GAAP have been established on the books of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreementsapplicable Loan Parties; (viiiC) Indebtedness in respect of Hedging Agreements so long as a Loan Party to another Loan Party which is subordinated pursuant to the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposesIntercompany Subordination Agreement; (ixD) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin Indebtedness incurred with respect to Purchase Money Security Interests and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of businesscapitalized leases as permitted hereunder; (xE) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred Existing Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof; provided there is no increase in the ordinary course of businessamount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 8.2.1); (xiF) Indebtedness arising from the honoring by of any Subsidiary acquired pursuant to a bank or other financial institution of a checkPermitted Acquisition in compliance with Section 8.2.6 [Liquidations, draft or similar instrument drawn against insufficient funds Mergers, Consolidations, Acquisitions], which Indebtedness is included in the ordinary course purchase price of businesssuch Permitted Acquisition, provided that has a maturity date of not earlier than the Expiration Date, and is subordinated to the Indebtedness under the Loan Documents on terms and conditions and pursuant to a subordination agreement acceptable to Administrative Agent (but extensions and renewals thereof shall not be permitted); provided, however, Borrower shall have ninety (90) days to provide the subordination of such Indebtedness if such Indebtedness is extinguished otherwise not refinanced in a manner permitted by this Agreement or as otherwise approved by Administrative Agent within two Business Days of its incurrencesuch ninety (90) day period; (xiiG) (x) severanceTo the extent deemed to constitute "Indebtedness" hereunder, pension and health and welfare retirement benefits any earn-out payments or other contingent purchase payments under or pursuant to the equivalent thereof to current and former employees of Acquisition Agreement and/or the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the BorrowerProject Falcon Acquisition Agreement; (xiiiH) additional Other Indebtedness, including, without limitation, Indebtedness of the Borrower denominated in Chinese Yuan (RMB/CNY) entered into by any Loan Party to finance transactions denominated therein, in an amount not to exceed $500,000 in aggregate principal amount outstanding 15,000,000 at any timeone time outstanding; and (xivI) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses Any (i) through Lender Provided Interest Rate Hedge, (xiiiii) aboveother Interest Rate Hedge approved by the Administrative Agent, or (iii) other hedging instrument entered into to hedge foreign exchange risk associated with transactions denominated in Chinese Yuan (RMB/CNY) entered into by any Loan Party, whether funded with cash on hand, with the proceeds of any Loan, or with the proceeds of any other Indebtedness permitted to be incurred hereunder, or (iv) Indebtedness under any Other Lender Provided Financial Services Product; provided however, the Loan Parties shall enter into an Interest Rate Hedge only for hedging (rather than speculative) purposes.

Indebtedness. The Borrower will not contractnot, nor will it permit any Loan Party to, create, incur, assume incur or suffer to exist any Indebtedness, except: (a) the Obligations; (b) Indebtedness existing on the date hereof and described in Schedule 6.16; (c) purchase money Indebtedness or Capitalized Lease Obligations or incurred in connection with the purchase of any Equipment; provided that, the amount of such purchase money Indebtedness and Capitalized Lease Obligations shall be limited to an amount not in excess of the purchase price of such Equipment and the aggregate of all such purchase money Indebtedness and Capitalized Lease Obligations incurred in any Fiscal Year shall not exceed $5,000,000; provided however, that during any Fixed Charge Condition Period, such Indebtedness shall constitute Permitted Indebtedness as defined under the Indenture; (d) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b) and (c) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness incurred is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, renewed, (v) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligor thereunder than the original terms of such Indebtedness, and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; (e) Indebtedness owing by any Loan Party to any other Loan Party with respect to intercompany loans, provided further, that: (i) the applicable Loan Parties shall have executed and delivered to such Loan Party, on the Closing Date, a demand note (collectively, the "INTERCOMPANY NOTES") to evidence any such intercompany Indebtedness owing at any time by any Loan Party to any other Loan Party, which Intercompany Notes shall be in form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent pursuant to this the Security Agreement and as additional collateral security for the other Credit DocumentsSecured Obligations; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect the Loan Parties shall record all intercompany transactions on their books and records in a manner reasonably satisfactory to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposesAgent; (iii) Indebtedness the obligations of the Borrower evidenced by Capitalized Lease Loan Parties under any such Intercompany Notes shall be subordinated to the Obligations and purchase money Indebtedness (including obligations of the Loan Parties hereunder in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall a manner reasonably satisfactory to the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingAgent; (iv) Indebtedness under at the time any such intercompany loan or advance is made by a Permanent Term LoanLoan Party and after giving effect thereto, such Loan Party shall be Solvent; (v) Indebtedness outstanding on the Closing Date no Default or Unmatured Default would occur and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness be continuing after giving effect to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedproposed intercompany loan; (vi) Investments permitted under each intercompany loan from the Borrower shall be to a Borrowing Loan Party that is wholly owned by the Borrower or any wholly owned Subsidiary of the Borrower, and shall be in accordance with the provisions of Section 10.05 to the extent constituting Indebtedness;17.7 hereof; and (vii) all such Indebtedness incurred under Intercompany Notes shall otherwise constitute Permitted Indebtedness (as defined in the ordinary course Indenture). (f) Contingent Obligations (i) by endorsement of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and instruments for deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds collection in the ordinary course of business, including (ii) consisting of the Reimbursement Obligations and (iii) consisting of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party if the primary obligation is expressly permitted elsewhere in each case, obligations under any Treasury Services Agreementsthis Section 6.16; (viiig) Indebtedness in respect of Hedging Agreements so long as arising under Rate Management Transactions related to the entering into of such Hedging Agreements are bona fide hedging activities and are Loans having a Net ▇▇▇▇-to-Market Exposure not for speculative purposesexceeding $2,000,000; (ixh) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations the Subordinated Indebtedness of a like nature, all the Borrower incurred under the Senior Subordinated Notes in the ordinary course of business; (x) Contingent Obligations an aggregate original principal amount not to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) 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 businessexceed $199,930,000, provided that such Subordinated Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severancemay not be renewed, pension and health and welfare retirement benefits extended or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeincreased; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveother unsecured Indebtedness in an amount, for the Borrower and all of its Subsidiaries, not in excess of $1,000,000.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement for borrowed money existing on the date hereof in an aggregate principal amount not in excess of $100,000; (b) Indebtedness created hereunder and under the other Credit Loan Documents; (iic) Indebtedness in the case of the Guarantors, the Guarantees under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Guarantee Agreement and are not for speculative purposesthe Senior Note Agreement; (iiid) Indebtedness in the case of the Borrower evidenced by Capitalized Lease Obligations Borrower, the Senior Notes and purchase money Indebtedness (including obligations Refinancing Notes in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the an aggregate principal amount not in excess of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Senior Notes redeemed using the net proceeds of such Refinancing Notes; PROVIDED that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Refinancing Notes shall be issued (and no Indebtedness to shall be extended, renewed or refinanced does not increase from that amount outstanding at incurred under any Refinancing Note Agreement) unless: (i) concurrently with the time issuance of any Refinancing Notes, Senior Notes in a principal amount equal to the principal amount of such extensionRefinancing Notes shall have been redeemed and canceled, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred at a price not in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity excess of 100% of the Indebtedness being extended, renewed or refinanced; and principal amount thereof (z) plus any premium in respect of such redemption to the extent such refinancing Indebtedness extendspaid with the proceeds of the contemporaneous issuance of Common Units of the Parent), renews or refinances Indebtedness subordinated or pari passu (ii) the terms of the Refinancing Notes and the Refinancing Note Agreement shall be reasonably satisfactory to the Term LoansRequired Lenders (PROVIDED, such refinancing Indebtedness is subordinated or pari passu HOWEVER, that the terms of the Refinancing Notes and the Refinancing Note Agreement shall be deemed to be satisfactory to the Term Loans at least Required Lenders if the Refinancing Notes are issued with substantially the same terms as the Senior Notes (other than any changes thereto that are not adverse in any respect to the same extent as interests of the Indebtedness being extendedLenders)), renewed or refinanced(iii) the interest rate of the Refinancing Notes shall be a fixed, non-increasing interest rate per annum not in excess of the rate payable in respect of the Senior Notes, payable on a principal amount of the Refinancing Notes not in excess of the gross proceeds of the sale thereof and interest on the Refinancing Notes shall be payable not more frequently than interest is payable on the Senior Notes and (iv) the Refinancing Notes shall mature not earlier than the maturity date of the Senior Notes and shall not have a shorter weighted average maturity than the Senior Notes; (vie) Investments permitted under Section 10.05 to Indebtedness of the extent constituting IndebtednessBorrower arising out of the Mellon Note Purchase Agreement as in effect on the date hereof; (viif) Indebtedness incurred of the Borrower and its Subsidiaries for standby letters of credit relating to obligations described in Sections 10.1(h) and (i), below, in an aggregate amount at any time not to exceed $35,000,000, exclusive of any stand by Letters of Credit issued by the ordinary course Issuing Lender pursuant to the terms of business this Agreement; (g) Indebtedness of the Borrower or any Wholly-Owned Subsidiary to any Subsidiary or the Borrower, as the case may be; (h) Indebtedness of the Borrower and its Subsidiaries owed to any Person providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person; (i) Indebtedness of the Borrower or its Subsidiaries in respect of netting servicesperformance bonds, overdraft protectionsbid bonds, employee credit card programsappeal bonds, automatic clearinghouse arrangements surety bonds and other similar services obligations, in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds each case provided in the ordinary course of business, including in each casethose incurred to secure health, safety and environmental obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business, and any extension, renewal or refinancing thereof to the extent not provided to secure the repayment of other Indebtedness and to the extent that the amount of refinancing Indebtedness is not greater than the amount of Indebtedness being refinanced; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xij) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided ; PROVIDED that such Indebtedness is extinguished within two (2) Business Days of its incurrence; (xiik) Indebtedness of a Subsidiary acquired after the date hereof and Indebtedness of a corporation merged or consolidated with or into the Borrower or any Subsidiary after the date hereof, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or conversion into a Subsidiary and is not created in contemplation of such event and where such acquisition, merger or consolidation is otherwise permitted by this Agreement; PROVIDED that the aggregate principal amount of Indebtedness under this paragraph (xk) severanceshall not at any time exceed $5,000,000; (l) Indebtedness incurred, pension issued or assumed by the Borrower (i) to finance the acquisitions, improvements or repairs (to the extent such improvements and health repairs may be capitalized on the books of the Borrower in accordance with GAAP) of, or additions to, the property and welfare retirement benefits assets of the Borrower, or (ii) to replace, extend, renew, refund or refinance any such Indebtedness; PROVIDED that: (i) the equivalent thereof aggregate principal amount of Indebtedness incurred in connection with any such replacement, extension, renewal, refunding or refinancing shall not exceed the outstanding principal amount of Indebtedness so replaced, extended, renewed, refunded or refinanced; (ii) the aggregate principal amount of Indebtedness incurred under this clause (l) and outstanding at any time shall not exceed (A) $25,000,000 plus (B) an amount equal to current the aggregate net proceeds received by the Borrower as consideration for the issuance by the Borrower of additional partnership interests or as a capital contribution in each case for the purpose of financing such acquisitions, improvements, repairs or additions less (C) any amount of excess proceeds used to permanently reduce the Commitments pursuant to SECTION 4.5; (iii) such Indebtedness is secured by a Lien on the property or assets so acquired, improved or repaired and former employees does not include a negative pledge on any other assets of the Borrower or its Subsidiaries; (m) obligations described under clause (j) of the definition of "Indebtedness" in an aggregate stated amount at any time outstanding, not in excess of $5,000,000; (n) obligations under Commodity Hedging Agreements respecting actual volumes of propane inventory of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of accordance with the Borrower;'s commodity hedging policy, previously approved by the Lenders; and (xiiio) additional other unsecured Indebtedness of the Borrower not to exceed $500,000 in an aggregate principal amount outstanding at any timetime outstanding not in excess of $5,000,000; and (xiv) all premiums (PROVIDED, HOWEVER, that no Indebtedness may be incurred, created, assumed or permitted to exist if any)such insurance, interest (including post-petition interest)creation, fees, expenses, charges and additional assumption or contingent interest on obligations described existence would violate the provisions of the Senior Note Agreement or any Refinancing Note Agreement at the time in clauses (i) through (xiii) aboveeffect.

Indebtedness. The Borrower will not contractshall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any IndebtednessIndebtedness without Administrative Agent’s consent, except: (ia) Indebtedness incurred pursuant to this Agreement and the other Credit DocumentsObligations; (iib) Indebtedness under Interest Rate Protection Agreements entered into of Borrower and its Subsidiaries, in existence on the Closing Date as set forth on Schedule 5 (including with respect to other any revolving credit facility, any future advances made after the Closing Date in accordance with any existing revolving credit facility), and any renewals, extensions, or refinancings thereof (so long as, with respect to any renewed, extended, or refinanced revolving credit facility, the maximum principal availability does not exceed the maximum principal availability shown on Schedule 5, and so long as, with respect to any term Indebtedness, the amount of such refinanced term Indebtedness permitted under this Section 10.04 does not exceed the original principal amount thereof unless the proceeds of such of additional term Indebtedness are used to make distributions to ATAX Vantage Holdings); (c) Portfolio Company Indebtedness incurred after the Closing Date and any refinancings thereof (so long as the entering into amount of such Interest Rate Protection Agreements refinanced Indebtedness does not exceed the original principal amount thereof unless the proceeds of such of additional Indebtedness are bona fide hedging activities and are not for speculative purposesused to make distributions to ATAX Vantage Holdings); (iiid) Additional limited Guarantees of Portfolio Company Indebtedness provided by Borrower in favor of the various lenders form time to time in an aggregate principal amount Portfolio Company Indebtedness guaranteed by Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness shall not exceed Sixty-Three Million Dollars (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings$63,000,000.00) described in Section 10.01(vii); provided that in no event shall when taken together with the aggregate principal amount of Capitalized Lease Obligations Portfolio Company Indebtedness guaranteed by Borrower under the Stone Creek Guaranty (as defined in Schedule 5 hereto), the Coventry Guaranty (as defined in Schedule 5 hereto) and the principal amount of all such Indebtedness incurred or assumed Murfreesboro Guaranty (as defined in each case after the Closing Date permitted by this clause Schedule 5 hereto) through December 31, 2022 and thereafter, Sixty Million Dollars (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time60,000,000.00); and (xive) all premiums unsecured debt owed by Borrower or any Subsidiary thereof, to an Affiliate of Guarantor, in an aggregate amount not to exceed Five Million and 00/100 Dollars (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i$5,000,000.00) through (xiii) abovewithout the prior written consent of the Administrative Agent.

Indebtedness. The Borrower Each of the Credit Parties will not not, nor will it permit any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising or existing under this Credit Agreement and the other Credit Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing as of the Closing Date as referenced in the financial statements referenced in Section 5.1 (and set out more specifically in Schedule 7.1(b) ) hereto and renewals, replacements, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension plus any reasonable fees payable in connection therewith; (c) Indebtedness of the Borrower and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus any reasonable fees payable in connection therewith; and (iii) the total amount of all such Indebtedness shall not exceed $25,000,000 at any time outstanding; (d) unsecured intercompany Indebtedness among the Credit Parties, provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness and obligations owing under Interest Rate Protection Hedging Agreements entered into with respect in order to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities manage existing or anticipated interest rate, exchange rate or commodity price risks and are not for speculative purposes; (iiif) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the Borrower evidenced by Capitalized Lease purchase of goods or other merchandise generally; (g) Guaranty Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount Indebtedness of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Credit Party to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated permitted to exist or pari passu be incurred pursuant to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedthis Section 7.1; (vih) Investments permitted under Section 10.05 obligations with respect to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar surety bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xii) Indebtedness of the Borrower and its Subsidiaries (other than Unrestricted Subsidiaries) in an amount not to exceed $100,000,000 in the aggregate at any time outstanding; (j) the Senior Subordinated Notes and any Guaranty Obligations of any Credit Party in respect thereof; (k) Indebtedness arising from the honoring by a bank or other financial institution of a checknetting services, draft or similar instrument drawn against insufficient funds overdraft protection, cash management obligations and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (yl) Indebtedness representing arising from agreements providing for indemnification, holdbacks, working capital or other purchase price adjustments, earn-outs, non-compete agreements, deferred compensation or stock-based compensation similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of any Credit Party pursuant to employees of the Borrowersuch agreements, in connection with Permitted Acquisitions or dispositions permitted hereunder; (xiiim) additional Indebtedness consisting of Investments permitted by clauses (c), (i), (j) and (k) the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timedefinition of Permitted Investments; and (xivn) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof or assumed in connection with a Permitted Acquisitions, which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower or at the time of the Permitted Acquisition and was not incurred solely in contemplation of such Person’s becoming a Subsidiary or such Permitted Acquisition; and (o) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovethe foregoing clauses.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or assume, suffer to exist exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, exceptexcept for the following: (a) Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit, (b) Indebtedness set forth on Schedule 6.1, (c) Permitted Purchase Money Indebtedness, (d) refinancings, renewals, or extensions of Indebtedness permitted under clauses (b) and (f) of this Section 6.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate (and (x) in the case of Capital Leases, do not result in increases of lease payments or effective interest rate in the case of Capital Leases and (y) in the case of the Data Center Capital Leases, do not result in increases of the cash payments of base rent, additional rent or any other cash payments with respect to the Data Center Capital Leases), with respect to the Indebtedness so refinanced, renewed, or extended; provided that with respect to the Data Center Capital Leases, the amount of the lease payments with respect to the Data Center Capital Leases may be increased in an amount reasonably acceptable to Agent in connection with (A) a corresponding reduction of the effective interest rate and related lease and rent payments and (B) the alteration of payment terms so that no lease or rent payments are due or payable until at least 180 days after the Maturity Date, (ii) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended (and in the case of the Data Center Capital Leases, do not change the dates upon which scheduled payments of lease payments, base rent, additional rent or interest thereon are due thereon in a manner adverse to Agent or the Lenders other than to extend such dates), nor are they on terms or conditions that, taken as a whole, are materially more burdensome or restrictive to any of Holdings, Borrower or their respective Subsidiaries, (iii) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, (iv) if the Indebtedness that is refinanced, renewed or extended was (x) unsecured, then the refinanced, renewed or extended Indebtedness must be unsecured or (y) secured, then the refinanced, renewed or extended Indebtedness must not be secured by any assets which did not secure the Indebtedness that was refinanced, renewed or extended, (v) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended, and (vi) all payments made with respect to the Indebtedness that is so refinanced shall be funded solely from the Indebtedness that refinances such refinanced Indebtedness, (e) UK Indebtedness (including the UK Guaranty) and Indebtedness with respect to the UK Deed of Guarantee in the form of hedging obligations solely for interest rate hedging of the UK Indebtedness, (f) Indebtedness of up to $178,893,944 (calculated in accordance with GAAP) of Borrower and Holdings under the Data Center Capital Leases and the Holdings Data Center Capital Lease Guaranties, respectively, (g) [Intentionally Omitted], (h) endorsement of instruments or other payment items for deposit, (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;composing Permitted Investments, (iij) Indebtedness under Interest Rate Protection Agreements entered into with respect arising as a result of inter-company loans made in the ordinary course of business and solely to the extent that such loans are owing by Borrower or Holdings’ other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the wholly-owned Domestic Subsidiaries to Holdings, Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extensiontheir respective Subsidiaries; provided, however, that no such refinancing Indebtedness: Indebtedness described in this clause (yj) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness shall be evidenced by promissory notes unless Agent is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed notified on or refinanced; and (z) prior to the extent execution of any such refinancing Indebtedness extendspromissory notes and the sole originally executed counterparts of such notes are promptly pledged and delivered to Agent, renews or refinances Indebtedness subordinated or pari passu to for the Term Loansbenefit of Agent and Lenders, such refinancing Indebtedness is subordinated or pari passu to as security for the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced;Obligations, (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viik) Indebtedness arising as a result of inter-company loans or inter-company receivables made or extended in the ordinary course of business so long as (i) such loans or receivables, as applicable, are owing by wholly-owned Foreign Subsidiaries of Holdings to Holdings, Borrower or their respective Subsidiaries, (ii) the proceeds of such loans or receivables, as applicable, are used solely to pay operating expenses (incurred in the ordinary course of business in respect and due within 90 days after the initial making or extension of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring such loans or receivables) of a bank such Foreign Subsidiaries or other financial institution to acquire fixed assets from Holdings or any of a check, draft or similar instrument drawn against insufficient funds its Domestic Subsidiaries for use in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into business of such Hedging Agreements are bona fide hedging activities Foreign Subsidiaries, (iii) during periods in which an Event of Default has occurred and are not is continuing or Average Availability (exclusive of cash and Cash Equivalents of Foreign Subsidiaries of Holdings) as of any day during the previous calendar month is less than $25,000,000, prior to making any such loan or extending any such receivable, as applicable, to any such Foreign Subsidiary for speculative purposes; the purposes described in the foregoing clause (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like natureii), all available funds (to the extent the available funds of all Foreign Subsidiaries of Holdings exceeds $10,000,000 in the ordinary course aggregate) of business; all Foreign Subsidiaries of Holdings that directly or indirectly own any Stock of such Foreign Subsidiary must be exhausted for such purpose, (iv) the aggregate net inter-company payable owing by the Foreign Subsidiaries of Holdings to Holdings and its Domestic Subsidiaries shall at no time exceed $100,000,000 and (v) during periods in which an Event of Default has occurred and is continuing or Average Availability (exclusive of cash and Cash Equivalents of Foreign Subsidiaries of Holdings) as of any day during the previous calendar month is less than $15,000,000, such loans or receivables, as applicable, may not be made or extended for the purchase of fixed assets (it being understood that this clause (v) does not apply to any loans or receivables made or extended to pay operating expenses referred to in clause (ii) above) unless (x) Contingent Obligations the applicable Loan Party is subject to insurers required in connection a binding commitment entered into prior to the beginning of such period with worker’s compensation and other insurance coverage incurred in the ordinary course a Person that is not an Affiliate of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that any Loan Party to acquire such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, fixed assets and (y) the aggregate amount of intercompany loans and receivables made or extended during such period for the purpose of acquiring fixed assets shall not exceed $1,000,000; provided, however, that no such Indebtedness representing deferred compensation described in this clause (k) shall be evidenced by promissory notes unless Agent is notified on or stock-based compensation prior to employees the execution of any such promissory notes and the sole originally executed counterparts of such notes are promptly pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations, (l) Cisco Indebtedness, including the unsecured guarantee of the Borrower;Cisco Indebtedness by Holdings pursuant to that certain Guaranty executed on December 18, 2006 by Holdings in favor of Cisco Systems Capital Corporation, a Nevada corporation, as in effect on December 18, 2006, (xiiim) additional Indebtedness consisting of the Convertible Notes, and (n) unsecured Indebtedness of Borrower and its Domestic Subsidiaries so long as (i) the Borrower not to exceed $500,000 in aggregate principal amount outstanding for all such unsecured Indebtedness does not exceed $50,000,000 at any time; and one time outstanding, (xivii) all premiums is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent, and (if any), interest iii) is otherwise on terms and conditions (including post-petition interest), fees, expenses, charges all economic terms and additional or contingent interest on obligations described in clauses (ithe absence of covenants) through (xiii) abovereasonably acceptable to Agent.

Indebtedness. The Borrower will not not, nor will it permit any of the Restricted Subsidiaries to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising or existing under this Credit Agreement and the other Credit Documents; (iib) Indebtedness under Interest Rate Protection Agreements entered into of the Borrower and its Restricted Subsidiaries (i) existing as of the Closing Date and, with respect to other all Indebtedness permitted under this Section 10.04 so long as with an outstanding principal amount in excess of $25,000,000, set forth on Schedule 8.01 and (ii) any Permitted Refinancing thereof; (c) Indebtedness of the entering into Borrower and its Restricted Subsidiaries incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such Interest Rate Protection Agreements are bona fide hedging activities asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing plus any reasonable fees, premiums and are other financing costs payable in connection therewith; and (iii) the total amount of all such Indebtedness incurred in reliance on this clause (c) shall not exceed at any time outstanding the greater of (A) $150,000,000 and (B) 7% of Consolidated Net Tangible Assets; (d) unsecured intercompany Indebtedness among the Borrower and its Restricted Subsidiaries, provided that any such Indebtedness owing by a Credit Party to any Restricted Subsidiary that is not a Credit Party shall be fully subordinated to the Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) Indebtedness and obligations owing under Swap Contracts entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (iiif) Indebtedness and obligations of the Borrower and its Restricted Subsidiaries owing under documentary letters of credit for the purchase of goods or other merchandise generally; (g) Guaranty Obligations in respect of Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) Restricted Subsidiary to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated permitted to exist or pari passu be incurred pursuant to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedthis Section 8.01; (vih) Investments permitted under Section 10.05 obligations with respect to the extent constituting Indebtedness; (vii) Indebtedness performance, payment and other surety bonds incurred in the ordinary course of business and in respect of letters of credit, bank guaranties, performance bonds or similar instruments to support any of the foregoing items; (i) Indebtedness of the Borrower and its Restricted Subsidiaries not otherwise contemplated by this Section 8.01 in an aggregate amount at any time outstanding not to exceed the sum of (i) $150,000,000 plus (ii) additional amounts so long as at the time of incurrence, the Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period is less than or equal to (x) if such Indebtedness is incurred prior to the first Test Period ending after the second anniversary of the Closing Date, 4.25:1.00, and (y) if such Indebtedness is incurred on or after the first Test Period ending after the second anniversary of the Closing Date, 3.75:1.00, in each case, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; provided that (x) Indebtedness incurred pursuant to this Section 8.01(i) that is secured may not exceed at any time outstanding the greater of (A) $150,000,000 and (B) 7% of Consolidated Net Tangible Assets and (y) the aggregate principal amount of all Indebtedness incurred by Restricted Subsidiaries that are not Credit Parties pursuant to this Section 8.01(i) shall not exceed at any time outstanding the greater of (A) $112,500,000 and (B) 5% of Consolidated Net Tangible Assets; (j) Indebtedness of the Borrower in the form of senior, unsecured notes in an aggregate amount not to exceed $500,000,000 and issued pursuant to that certain Indenture dated as of April 1, 2021, with U.S. Bank National Association, as trustee (and any Permitted Refinancing thereof); (k) Subordinated Indebtedness of the Credit Parties and the Restricted Subsidiaries so long as at the time of incurrence, the Consolidated Net Leverage Ratio as of the last day of the most recently ended Test Period is less than or equal to (x) if such Subordinated Indebtedness is incurred prior to the first Test Period ending after the second anniversary of the Closing Date, 4.25:1.00, and (y) if such Subordinated Indebtedness is incurred on or after the first Test Period ending after the second anniversary of the Closing Date, 3.75:1.00, in each case, calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (l) Indebtedness arising under (i) any Treasury Management Agreement or (ii) from netting services, overdraft protectionsprotection, employee credit card programs, automatic clearinghouse arrangements treasury management obligations and other similar services otherwise in connection with cash management deposit, securities and deposit commodities accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (xm) Contingent Indebtedness arising from agreements providing for indemnities, Earn Out Obligations or similar obligations, or from guaranties, performance, payment or other surety bonds securing the performance of the Borrower and any Restricted Subsidiary pursuant to insurers required such agreements, in connection with workerany Acquisition permitted hereunder; (n) Indebtedness consisting of Investments permitted by clauses (c), (j), (k), (l) and (m) the definition of Permitted Investments; (o) Indebtedness incurred in connection with any Sale and Leaseback Transaction permitted by Section 8.03(a)(xiii); (p) Indebtedness of any Person that becomes a Restricted Subsidiary of the Borrower after the Closing Date or assumed in connection with a Permitted Acquisition, which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower or at the time of the Permitted Acquisition and was not incurred solely in contemplation of such Person’s becoming a Subsidiary or such Permitted Acquisition; (q) Indebtedness of the Borrower and/or any Restricted Subsidiary representing (i) deferred compensation to current or former directors, officers, employees, members of management, managers, and consultants of the Borrower and/or any Restricted Subsidiary in the ordinary course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any Acquisition or any other Investment permitted hereby ; (r) Indebtedness in respect of any Permitted Receivables Transaction; (s) any repurchase or indemnification obligations arising as a result of any breach of any covenant or representation made as part of any Permitted Receivables Transaction; (t) Indebtedness (including obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, surety bonds, performance bonds or similar instruments with respect to such Indebtedness) incurred by the Borrower and/or any Restricted Subsidiary in respect of workers compensation claims, unemployment, property, casualty or liability insurance coverage (including premiums related thereto) or self-insurance, other reimbursement-type obligations regarding workers’ compensation claims, other types of social security, pension obligations, vacation pay or health, disability or other employee benefits; (u) Indebtedness of the Borrower and/or any Restricted Subsidiary (i) as a result of or pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of businessbusiness or pursuant to self-insurance obligations and not in connection with debt for borrowed money and (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of the foregoing items; (xiv) Indebtedness arising from of the honoring by a bank Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire assets or other financial institution of a check, draft or similar instrument drawn against insufficient funds inventory in connection with customer financing arrangements in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xivw) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) abovethe foregoing clauses.

Indebtedness. The Borrower Parent Guarantor will not contractnot, nor will it permit any of its Included Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred created hereunder; (b) Indebtedness existing on the date hereof and set forth in or permitted pursuant to this Agreement to be excluded from Part A of Schedule II (excluding, however, following the making of the initial Loans hereunder, the Indebtedness under the Existing Credit Agreement) and extensions, renewals, refinancings and replacements ("refinancing") of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to cover the amount of all accrued and unpaid interest thereon, plus the stated amount of any premium and other payments required to be paid in connection with such refinancing and the other Credit Documentsamount of reasonable expenses incurred in connection with such refinancing); (iic) Indebtedness under Interest Rate Protection Agreements entered into with the First Lien Credit Agreement in an aggregate amount (including in respect to other Indebtedness of the undrawn portion of outstanding letters of credit) not exceeding $75,000,000, including any refinancing thereof permitted under this Section 10.04 so long as by the entering into Intercreditor Agreement, provided that in the case of a refinancing, the principal amount of such Interest Rate Protection Agreements are bona fide hedging activities refinancing may be increased to the extent necessary to pay accrued interest, prepayment premiums and are transactional expenses associated with such refinancing in an aggregate amount not for speculative purposesto exceed 105% of the principal amount outstanding under the First Lien Credit Agreement immediately prior to such refinancing; (iiid) owing by any Obligor to any other Obligor; (e) Guarantees by any Obligor of Indebtedness of any other Obligor; (f) Indebtedness of the Borrower evidenced by Capitalized Parent Guarantor or any of its Included Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and purchase money any Indebtedness (including obligations 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 of any such Indebtedness that do not increase the outstanding principal amount thereof beyond the amount necessary to capitalize accrued interest, fees, and transactional expenses incurred in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii)such refinancings any such Indebtedness; provided that in no event shall (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 Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iiif) shall not exceed $5,000,000 3,000,000 at any one time outstanding; (ivg) Guarantees any Obligor in respect of Indebtedness incurred by Joint Ventures constituting Investments permitted by Section 7.05(i) and 7.05(k); (h) Indebtedness under a Permanent Term LoanHedging Agreements permitted by Section 7.05(e); (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding overdrafts in operating accounts at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness banks incurred in the ordinary course of business and in respect of netting servicesan aggregate amount not exceeding $500,000 outstanding at any time, provided that no such overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds shall remain outstanding for more than three Business Days; (j) bankers acceptances opened in the ordinary course of business, including business for the importing or exporting of goods in each case, obligations under an aggregate amount not exceeding $500,000 at any Treasury Services Agreementstime; (viiik) Indebtedness in respect unsecured structured settlements relating to Disclosed Matters or other actions, suits, proceedings or governmental enforcement actions relating to the historical financial statements of Hedging Agreements so long Parent Guarantor and its Consolidated Subsidiaries under review (as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ixdate hereof) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in by the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Special Committee of the Borrower incurred in the ordinary course Board of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees Directors of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeParent Guarantor; and (xivl) all premiums other unsecured Indebtedness (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described other than Guarantees of Indebtedness incurred by Joint Ventures) in clauses (i) through (xiii) abovean aggregate principal amount not exceeding $3,000,000 at any time outstanding.

Indebtedness. The Borrower Parent Guarantor will not contractnot, nor will it permit any of its Included Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred created hereunder; (b) Indebtedness existing on the date hereof and set forth in or permitted pursuant to this Agreement to be excluded from Part A of Schedule II (excluding, however, following the making of the initial Loans hereunder, the Indebtedness under the Existing Credit Agreement) and extensions, renewals, refinancings and replacements ("refinancing") of any such Indebtedness that do not increase the outstanding principal amount thereof (other than to cover the amount of all accrued and unpaid interest thereon, plus the stated amount of any premium and other payments required to be paid in connection with such refinancing and the other Credit Documentsamount of reasonable expenses incurred in connection with such refinancing); (iic) Indebtedness under Interest Rate Protection Agreements entered into with the Second Lien Credit Agreement in an aggregate amount (including in respect to other Indebtedness of the undrawn portion of outstanding letters of credit) not exceeding $150,000,000, including any refinancing thereof permitted under this Section 10.04 so long as by the entering into Intercreditor Agreement, provided that in the case of a refinancing, the principal amount of such Interest Rate Protection Agreements are bona fide hedging activities refinancing may be increased to the extent necessary to pay accrued interest, prepayment premiums and are transactional expenses associated with such refinancing in an aggregate amount not for speculative purposesto exceed 105% of the principal amount outstanding under the Second Lien Credit Agreement immediately prior to such refinancing; (iiid) owing by any Obligor to any other Obligor; (e) Guarantees by any Obligor of Indebtedness of any other Obligor; (f) Indebtedness of the Borrower evidenced by Capitalized Parent Guarantor or any of its Included Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and purchase money any Indebtedness (including obligations 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 of any such Indebtedness that do not increase the outstanding principal amount thereof beyond the amount necessary to capitalize accrued interest, fees, and transactional expenses incurred in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii)such refinancings any such Indebtedness; provided that in no event shall (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 Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iiif) shall not exceed $5,000,000 3,000,000 at any one time outstanding; (ivg) Guarantees by any Obligor in respect of Indebtedness incurred by Joint Ventures constituting Investments permitted by Section 7.05(i) and 7.05(k); (h) Indebtedness under a Permanent Term LoanHedging Agreements permitted by Section 7.05(e); (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding overdrafts in operating accounts at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness banks incurred in the ordinary course of business and in respect of netting servicesan aggregate amount not exceeding $500,000 outstanding at any time, provided that no such overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds shall remain outstanding for more than three Business Days; (j) bankers acceptances opened in the ordinary course of business, including business for the importing or exporting of goods in each case, obligations under an aggregate amount not exceeding $500,000 at any Treasury Services Agreementstime; (viiik) Indebtedness in respect unsecured structured settlements relating to Disclosed Matters or other actions, suits, proceedings or governmental enforcement actions relating to the historical financial statements of Hedging Agreements so long Parent Guarantor and its Consolidated Subsidiaries under review (as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ixdate hereof) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in by the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Special Committee of the Borrower incurred in the ordinary course Board of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees Directors of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timeParent Guarantor; and (xivl) all premiums other unsecured Indebtedness (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described other than Guarantees of Indebtedness incurred by Joint Ventures) in clauses (i) through (xiii) abovean aggregate principal amount not exceeding $3,000,000 at any time outstanding.

Indebtedness. The Borrower will Borrowers shall not, and shall not contractpermit any of their Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (i) Indebtedness incurred pursuant to this Agreement and in respect of the other Credit DocumentsObligations; (ii) Indebtedness existing on the Closing Date and set forth on SCHEDULE 7.1 and refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Closing Date (as such principal amount has been permanently reduced following the Closing Date)(plus Refinancing Fees); (iii) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations permitted by subsection 7.4 and upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished; (iv) the Borrowers and the Subsidiary Guarantors may become and remain liable for Indebtedness represented by the GE Facility or any refinancing thereof (and Contingent Obligations in respect thereof) in an aggregate principal amount not to exceed at any time $135,000,000 (plus, in connection with any refinancing of such GE Facility, Refinancing Fees); 115 (v) any Loan Party may become and remain liable with respect to Indebtedness owed to any Borrower or any Restricted Subsidiary; PROVIDED that all such intercompany Indebtedness shall be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement; (vi) Non-Guarantor Restricted Subsidiaries may become liable for Indebtedness owing to any Loan Party in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, and any Non-Guarantor Restricted Subsidiary may become and remain liable with respect to Indebtedness owing to any other Non-Guarantor Restricted Subsidiary; (vii) the Borrowers and their Restricted Subsidiaries may become and remain liable for Non-Recourse Financing used to finance the construction, installation, purchase or lease of personal or real property (including Specified FF&E) for use in the business of a Borrower or one of its Restricted Subsidiaries provided that the Indebtedness incurred pursuant to this clause (vii) (and any refinancings of such Indebtedness) shall not exceed $75,000,000 (plus Refinancing Fees) outstanding at any time; (viii) to the extent that such incurrence does not result in the incurrence by the Borrowers or any of their Restricted Subsidiaries of any obligation for the payment of borrowed money of others, Indebtedness of the Borrowers or a Restricted Subsidiary incurred solely in respect of (x) performance bonds, completion guarantees, standby letters of credit or bankers' acceptances, letters of credit in order to provide security for workers' compensation claims, payment obligations in connection with self insurance or similar requirements, surety and similar bonds, statutory claims of lessors, licensees, contractors, franchisees or customers, bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or in connection with any order or decree in any legal proceeding, PROVIDED, that such Indebtedness was incurred in the ordinary course of business of the Borrowers or any of their Restricted Subsidiaries and in an aggregate principal amount outstanding under Interest Rate Protection Agreements entered into this clause (x) at any one time of less than $55,000,000 and (y) bonds securing the performance of judgments or a stay of process in proceedings to enforce a contested liability or in connection with any order or decree in any legal proceeding, to the extent that such Indebtedness is in an aggregate principal amount outstanding under this clause (y) at any one time of less than $45,000,000; (ix) the Borrowers or any Subsidiary Guarantor may become and remain liable for Indebtedness to employees, former employees, directors or former directors of the Borrowers or permitted transferees of such individuals ("EMPLOYEE REPURCHASE NOTES") incurred in connection with any repurchase of employee options or stock upon death, disability, termination or exercise of any redemption or put of such option or stock of such employee in accordance with employment agreements or option plans or agreements as in effect on the Closing Date or approved by the Board of Directors of LVSI ("PERMITTED EMPLOYEE Repurchases"); PROVIDED that such Indebtedness shall be unsecured and subordinated to the Obligations and shall expressly provide that payments thereon shall be required only to the extent not restricted by this Agreement; (x) the Borrowers and their Restricted Subsidiaries may become and remain liable with respect to other Indebtedness permitted in an aggregate principal amount not to exceed, at any time outstanding $50,000,000; (xi) the incurrence by the Borrowers or any Restricted Subsidiary of (a) Indebtedness (which may include Capital Lease obligations, mortgage financings or purchase money obligations), in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction, installation and/or improvement of property, plant or equipment used in the business of the Borrowers or the construction, installation, purchase or lease of real or personal property or equipment (including Specified FF&E)(including any refinancings thereof), in an aggregate principal amount not to exceed, at any time outstanding, $50,000,000 (plus any Refinancing Fees) and (b) Capital Lease obligations incurred in connection with the leasing of gaming equipment (including Specified FF&E) to be used in connection with the casino located at the Phase II Project in the aggregate amount at any time outstanding (and any refinancing of such Capital Lease obligations) not to exceed $15,000,000 (plus any Refinancing Fees); (xii) Indebtedness arising from any agreement entered into by either of the Borrowers or any of their Restricted Subsidiaries providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with an Asset Sale; (xiii) Indebtedness incurred to fund Investments in Excluded Subsidiaries such that the aggregate amount of such Indebtedness incurred (including any refinancings thereof) does not exceed $100,000,000 (plus any Refinancing Fees) under this Section 10.04 so long as clause at any time outstanding; (xiv) to the entering into extent it constitutes Indebtedness, obligations under Hedging Agreements that are incurred (a) with respect to any Indebtedness that is permitted by the terms of such Interest Rate Protection Agreements are bona fide this Agreement to be outstanding, (b) for the purpose of fixing or hedging activities currency exchange rate risk with respect to any currency exchanges, or (c) for the purpose of fixing or hedging commodities risk in connection with commodities to which a Borrower or a Restricted Subsidiary has actual exposure in connection with Phase II Project Costs and are not for speculative purposes; (iiixv) Indebtedness so long as no Potential Event of Default (other than any such Potential Event of Default that would be cured by the Borrower evidenced by Capitalized Lease Obligations incurrence thereof) or Event of Default has occurred and purchase money Indebtedness (including obligations in respect of mortgagesis continuing or would result therefrom, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred Borrowers or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingSubsidiary Guarantor may incur Permitted Subordinated Indebtedness; (ivxvi) so long as no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, Permitted Subordinated Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing or other Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided PROVIDED that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any incurrence, (a) the Borrowers' Consolidated Senior Leverage Ratio does not exceed 2.25:1.0 on a pro forma basis after giving effect to the incurrence of such extensionIndebtedness and the use of proceeds from such Indebtedness, renewal (b) the Borrowers use the proceeds of such Indebtedness to finance Investments permitted hereunder in Excluded Subsidiaries or refinancing, plus accrued Non-Guarantor Restricted 117 Subsidiaries and unpaid interest and cash fees and expenses (including premiumc) incurred in connection with the event such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) Indebtedness has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity Lien on any of the Collateral, the holders of such Indebtedness being extended, renewed or refinanced; their representative will enter into the Intercreditor Agreement or another intercreditor agreement on terms and (z) conditions reasonably satisfactory to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to Syndication Agent and the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedAdministrative Agent; (vixvii) Investments Indebtedness owed by any Restricted Subsidiary to any Borrower or Restricted Subsidiary constituting an Investment permitted under Section 10.05 to the extent constituting Indebtedness;subsections 7.3 (xiii), (xiv) or (xx); and (viixviii) the incurrence by the Borrowers or any Restricted Subsidiary of Indebtedness incurred in to finance the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank Borrowers' or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, such Restricted Subsidiary's obligations under the HVAC Services Agreements or to expand, add to or extend the Borrowers' or any Treasury Services Agreements; Restricted Subsidiary's heating, ventilation, air conditioning or energy systems (viii) Indebtedness including the Specified FF&E), in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; an aggregate amount at any time outstanding (ix) Contingent Obligations for customsincluding any refinancings thereof), stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at 15,000,000 (plus any time; and (xiv) all premiums (if anyRefinancing Fees), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not contract, createCreate, incur, assume or suffer to exist any IndebtednessIndebtedness other than Permitted Indebtedness without Agent’s prior written consent. In no event shall any Existing Acquisition Note or Approved Acquisition Subordinated Note be amended or modified or any of the terms, except: covenants or conditions related to such Indebtedness or Earn-Outs be amended, modified or supplemented without Agent’s prior written consent (i) Indebtedness incurred pursuant other than in the case of working capital adjustments, Earn-Outs that are added to this Agreement the outstanding principal balance of any Approved Acquisition Financing and other negotiated adjustments, in each case as set forth in and in accordance with the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect terms of the definitive documentation for any Approved Acquisition); provided that any Loan Party may amend or modify the terms of any Existing Acquisition Note or Approved Acquisition Subordinated Note without Agent consent to other Indebtedness provide for any prepayments of principal to the extent expressly permitted under this Section 10.04 7.5. No Loan Party shall make any payment of principal or interest (including any prepayment that may otherwise be permitted under this Section 7.5) on account of any Approved Acquisition Financing if a Default or Event of Default has occurred and is continuing or would otherwise result from the making of any such payment or if Borrower shall be fail to be in compliance with the financial covenants set forth in Section 6.11 hereof on a proforma basis after giving effect to such payment, and in all events no Loan Party may make any prepayment of any amounts due under any Approved Acquisition Financing unless Agent shall have consented to the same in writing prior to the making of such prepayment; provided, however (i) settlements of claims, including indemnification claims, with sellers of Approved Acquisitions that result in a reduction in the outstanding principal balance of the Approved Acquisition Financing shall not constitute a prepayment and (ii) so long as no Default or Event of Default has occurred and is continuing, any Loan Party may amend or modify the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness terms of the Borrower evidenced same without Agent consent to allow for any prepayments to the extent that all prepayments which the Loan Parties have collectively made or are bound by Capitalized Lease Obligations and purchase money Indebtedness (including obligations the terms of any Approved Acquisition Financings to make do not exceed $2,000,000 in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations in any calendar year (and in all events the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time making of any such extension, renewal prepayment shall be subject to the requirements to any payment of principal or refinancing, plus accrued and unpaid interest and cash fees and expenses on any Approved Acquisition Financings otherwise set forth in this Section 7.5). Within ten (including premium10) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity days of the Indebtedness being extendedeffective date of any amendment to an Existing Acquisition Note or Approved Acquisition Subordinated Note, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of Borrower shall provide a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into copy of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations amendment to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveAgent.

Indebtedness. The Borrower will Company shall not, and shall not contractpermit any Subsidiary to, at any time create, incur, assume or suffer to exist or have outstanding any IndebtednessIndebtedness if, except: immediately after giving effect to such Indebtedness and the receipt and application of any proceeds thereof, there would exist an Event of Default or Potential Default hereunder, or any Indebtedness of any domestic Subsidiary (other than a Special Purpose Subsidiary) other than (i) Indebtedness incurred pursuant to this Agreement set forth on Schedule 3.07 hereof and refinancings and renewals thereof (provided that the other Credit Documents; amount of such Indebtedness so refinanced or renewed shall not exceed the lesser of (x) the amount of such Indebtedness as of the date hereof or (y) the amount of such Indebtedness at the time of refinancing or renewal), (ii) intercompany Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as between or among the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Company and are not for speculative purposes; its Subsidiaries, (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness domestic Subsidiaries (including obligations other than Special Purpose Subsidiaries) not otherwise permitted under clauses (i) or (ii) above which in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) at any time does not exceed $5,000,000 at any one time outstanding; 20,000,000 and (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on this Agreement, the Closing Date Notes, any Letter of Credit or the Guaranty hereunder, and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount Guarantee of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred Company's obligations in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at securities issued under the time such refinancing Indebtedness is incurred which is not less than Indenture and the remaining Weighted Average Life to Maturity Guarantee of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness Parent's obligation in connection with the honoring Convertible Subordinated Notes (provided such Guarantee is subordinate to the Company's Obligations hereunder in a manner satisfactory to the Administrative Agent) and (v) intercompany Indebtedness between Parent and the Company incurred to advance the proceeds of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; Convertible Subordinated Notes (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of provided such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such intercompany Indebtedness is extinguished within two Business Days subordinated to the Company's Obligations hereunder in a manner acceptable to the Administrative Agent) and the payments on such intercompany Indebtedness shall be limited to the amount necessary to enable Parent to pay scheduled debt service payments (principal, interest and premiums) due on the Convertible Subordinated Notes plus amounts necessary to pay dividends on any stock of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or Parent issued pursuant to the equivalent thereof to current and former employees conversion feature of the Borrower incurred in Convertible Subordinated Notes. Notwithstanding the ordinary course of businessforegoing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation may create, incur, assume or suffer to exist obligations with regard to $95,000,000 1999C Bonds and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of $18,000,000 1999D Bonds under the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveExit Funding Agreement.

Indebtedness. The Neither Holdings nor the Borrower will not contract(nor will they permit any of the Restricted Subsidiaries to) incur, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) (i) Indebtedness incurred pursuant to this Agreement created hereunder and under the other Credit Loan Documents; , (iiii)(A) Indebtedness of a Loan Party under Interest Rate Protection Agreements entered into the Leidos Credit Agreement in an aggregate principal amount, when taken together with respect the aggregate principal amount of any Permitted Refinancings thereof outstanding, not to exceed the sum of (w) $1,440,000,000 plus (x) the aggregate principal amount of any “Incremental Commitments” (as defined in the Leidos Credit Agreement) established after the Closing Date under and in accordance with Section 2.23 of the Leidos Credit Agreement as in effect on the Closing Date (or any comparable successor provision in the case of a refinancing or other Indebtedness permitted under this Section 10.04 replacement thereof so long as such provision does not permit a greater amount of Indebtedness to be incurred and such provision is otherwise not disadvantageous to the entering into Lenders in any material respect as compared to the predecessor provision included in the Leidos Credit Agreement (any such provision, a “Comparable Successor Provision”)) plus (y) the “Incremental Facility Amount” (as defined in the Leidos Credit Agreement as in effect on the Closing Date (or any Comparable Successor Provision)) at such time (for the avoidance of such Interest Rate Protection Agreements are bona fide hedging activities doubt, without duplication of clause (x) above) plus (z) the amount of all accrued and are not unpaid interest and premiums on, and commissions, fees and expenses incurred in connection with, any Permitted Refinancing thereof (including, for speculative purposes; the avoidance of doubt, any Permitted Refinancing of Indebtedness subject to 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 [[NYCORP:3664832v12::08/15/2017--08:07 PM]] and (iii) Indebtedness of the Borrower Loan Parties evidenced by Capitalized Lease Obligations Refinancing Notes or Refinancing Junior Loans, and purchase money Indebtedness (including obligations any Permitted Refinancing in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstandingthereof; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not not, nor will it permit any Restricted Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to arising or existing under this Agreement and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiib) Indebtedness of the Borrower evidenced and its Restricted Subsidiaries existing as of the Funding Date (and not to be refinanced by Capitalized the Loans as provided herein) as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in SCHEDULE 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension. (c) Indebtedness (including Capital Lease Obligations and obligations permitted under Section 6.12) incurred to finance the purchase money Indebtedness (including obligations of equipment, and other Capital Lease Obligations, not to exceed $50,000,000 in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii)the aggregate outstanding at any time; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset and (ii) no such Indebtedness shall be refinanced for a principal amount in no event shall excess of the principal balance outstanding thereon at the time of such refinancing; (d) intercompany Indebtedness of the Restricted Subsidiaries of the Borrower to the Borrower or to other Restricted Subsidiaries of the Borrower or of the Borrower to any of its Restricted Subsidiaries; (e) obligations in connection with any Permitted Receivables Financing, to the extent such obligations constitute Indebtedness; (f) additional unsecured Indebtedness and/or Subordinated Indebtedness on terms and conditions reasonably satisfactory to the Agents of the Borrower and its Restricted Subsidiaries up to but not exceeding $100,000,000 in the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (ivg) Indebtedness under of a Permanent Term Loan; Restricted Subsidiary (vi) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(vconsisting of tax-advantaged industrial revenue bond, industrial development bond or other similar financings assumed (or taken subject to) in connection with (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does but not increase from that amount outstanding at the time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: in anticipation of) a Permitted Acquisition and (yii) has a Weighted Average Life to Maturity existing at the time such refinancing Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition provided that such Indebtedness is was not incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extendedby such Person in connection with, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews in anticipation or refinances Indebtedness subordinated or pari passu to the Term Loanscontemplation of, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedPerson becoming a Restricted Subsidiary; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiih) Indebtedness in respect of Hedging Agreements so long as to the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposesextent permitted hereunder; (ixi) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin Indebtedness of the Acquired Company and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all its Subsidiaries under the Senior Notes in the ordinary course of businessan aggregate principal amount not to exceed $700,000,000 (as such amount may be reduced from time to time); (xj) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;Subordinated Indebtedness; and (xik) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional secured Indebtedness of the Borrower and its Restricted Subsidiaries up to but not to exceed exceeding $500,000 30,000,000 in the aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveone time outstanding.

Indebtedness. (a) On the Closing Date, simultaneously with the Closing, Parent shall cause all outstanding Obligations to be paid in full, providing funds to the Company to do so if necessary, and immediately upon such payment and any other payments in connection thereto, cause the Loan Agreement to be cancelled and be of no further force and effect. Parent agrees to comply and to cause the Company to comply with its obligations to conduct a "Change of Control Offer", as such term is defined in Section 4.13 of the Indenture, pursuant to Section 4.13 of the Indenture, if applicable, and to comply and to cause the Company to comply with all of its other obligations under the Credit Agreements and any other existing indebtedness in connection with the transactions contemplated hereby. (b) The Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, except: Company shall (provided that Parent and Merger Sub shall coordinate with the Company regarding such timing) (i) Indebtedness incurred pursuant commence a cash tender offer to this Agreement purchase all of the outstanding Senior Subordinated Notes and the other Credit Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into solicit the consent of the holders of the Senior Subordinated Notes regarding the amendments (the "Indenture Amendments") described on Schedule 5.7 of the Parent Disclosure Schedule to the covenants contained in the Indenture. Such offer to purchase and consent solicitation (the "Debt Offer") shall be made substantially on such terms and conditions as are described on Schedule 5.7 of the Parent Disclosure Schedule; provided that, in any event, the parties agree that the terms and conditions of the Debt Offer shall provide that the closing thereof shall be contingent upon the consummation of the Merger at the Effective Time. The Company shall not without the Parent's prior consent, waive any condition to the Debt Offer described on Schedule 5.7 of the Parent Disclosure Schedule, or make any changes to the terms and conditions of the Debt Offer, except, in each case, as provided in paragraph (c) below with respect to other Indebtedness permitted under termination of this Section 10.04 so long as Agreement. The Company covenants and agrees that, subject to the entering into terms and conditions of such Interest Rate Protection Agreements are bona fide hedging activities this Agreement, including the terms and are not conditions to the Debt Offer, it will accept for speculative purposes;payment, and pay for, the Senior Subordinated Notes and effect the Indenture Amendments, in each case, immediately after, and contingent upon, the Effective Time. (iiic) Indebtedness Promptly following the date of this Agreement, the Company shall prepare an offer to purchase the Senior Subordinated Notes and forms of the Borrower evidenced related letters of transmittal, as well as all other information and exhibits that may be necessary or advisable in connection with the Debt Offer (collectively, the "Offer Documents"). In the event that this Agreement is terminated, the Company will have the right to amend the Offer Documents and otherwise terminate the Debt Offer without Parent's consent. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Senior Subordinated Notes as soon as practicable following the preparation of the Offer Documents. (d) If at any time prior to the Effective Time any information should be discovered by Capitalized Lease Obligations any party hereto, which should be set forth in an amendment or supplement to the Offer Documents mailed to holders of Senior Subordinated Notes so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable law, the Company shall promptly prepare an appropriate amendment or supplement describing such information, and, if required, shall disseminate such amendment or supplement to the holders of the Senior Subordinated Notes. (e) Parent and purchase money Indebtedness (Merger Sub shall, immediately prior to the Effective Time deposit sufficient funds to a paying agent reasonably acceptable to the Company to pay all of the amounts owing with respect to all outstanding Senior Subordinated Notes, including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and outstanding immediately prior to the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) Effective Time, accrued interest and any subsequent extensionfees or charges associated therewith. Notwithstanding anything to the contrary in this Agreement (including Section 5.4), renewal or refinancing thereof; provided that from the aggregate principal amount of date hereof through the Indebtedness to be extendedClosing, renewed or refinanced does not increase from that amount outstanding the Company may use any available cash and cash equivalents at the time of any such extension, renewal or refinancing, plus accrued Company and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life its Subsidiaries to Maturity at pay amounts outstanding under the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Credit Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower Company will not, and will not contractpermit any of its Subsidiaries to, create, incur, assume assume, or suffer to exist otherwise become directly or indirectly liable with respect to, any Indebtedness, except:except (subject to the provisions of Section 6D): (i) the Company may become and remain liable with respect to Indebtedness evidenced by the 1996 Senior Secured Notes and Indebtedness incurred pursuant in connection with any extension, renewal, refunding or refinancing of Indebtedness evidenced thereby, provided that (x) the principal amount of such Indebtedness shall not exceed the principal amount of the Indebtedness evidenced by the 1996 Senior Secured Notes, together with any accrued interest and Yield Maintenance Amount, with respect thereto being extended, renewed, refunded or refinanced, and (y) such Indebtedness may not have an average life to this Agreement and maturity shorter than the other Credit Documentsremaining average life to maturity of the Indebtedness being extended, renewed, refunded or refinanced; (ii) Indebtedness under Interest Rate Protection Agreements entered into the Company may become and remain liable with respect to other Indebtedness incurred under the Revolving Working Capital Facility and for any purpose permitted under this Section 10.04 so long as by the entering into of Revolving Working Capital Facility and any Indebtedness incurred for any such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes;permitted purpose which replaces, extends, renews, refunds or refinances any such (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations Company may become and purchase money Indebtedness (including obligations in remain liable with respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such to Indebtedness incurred by the Company under the Acquisition Facility and any Indebtedness incurred for any such permitted purpose which replaces, extends, renews, refunds or assumed refinances any such Indebtedness, in each case after whole or in part; and up to $3,000,000 of Indebtedness owing from time to time to the Closing Date seller(s) in Asset Acquisition(s) (in addition to Non-Compete Obligations permitted by this pursuant to the provisions of clause (iiixii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereofof this Section 6B); provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does permitted under this clause (iii) shall not increase from that amount outstanding at the any time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedexceed $35,000,000; (viiv) Investments permitted under Section 10.05 any Subsidiary of the Company may become and remain liable with respect to Indebtedness of such Subsidiary owing to the extent constituting Indebtedness; (vii) Indebtedness incurred in the ordinary course of business in respect of netting services, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of Company or to a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees Wholly-Owned Subsidiary of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the BorrowerCompany; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist any Indebtedness, except: Indebtedness other than (i) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; secured by Liens permitted under Section 7.01, (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iiiincluding, without limitation, Guarantees) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding existing on the Closing Date date hereof and listed on in Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent 7.03 annexed hereto, but not the extension, renewal or refinancing refunding thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of unless any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred in connection with such renewal, replacement or extension; provided, however, refunding is on terms that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is are not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) materially disadvantageous to the extent such refinancing Indebtedness extends, renews Agent or refinances Indebtedness subordinated or pari passu the Lenders as compared to the Term Loansoriginal Indebtedness, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted under Section 10.05 to the extent constituting Indebtedness; (viiiii) Indebtedness incurred in the ordinary course of business in respect of netting serviceshereunder, overdraft protections, employee credit card programs, automatic clearinghouse arrangements (iv) Indebtedness to trade creditors incurred and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds deposits from customers received in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viiiv) Indebtedness in respect Guarantees constituting the endorsement of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not negotiable instruments for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank deposit or other financial institution of a check, draft or similar instrument drawn against insufficient funds collection in the ordinary course of business, (vi) purchase money Indebtedness (including Capital Lease Obligations) to finance Capital Expenditures permitted by Section 7.07 hereof provided that any Lien granted with respect to such Indebtedness is extinguished within two Business Days of its incurrence; permitted by Section 7.01(e) hereof, (xiivii) Subordinated Indebtedness in connection with Permitted Acquisitions, but only if there is compliance with the coverage test set forth therein, (xviii) severance, pension interest rate and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred currency protection agreements occurring in the ordinary course of business, and ; (yix) other unsecured Indebtedness representing deferred compensation or stock-based compensation in addition to employees of the Borrower; (xiii) additional Indebtedness of the Borrower that permitted above not to exceed $500,000 1,000,000 in the aggregate principal amount outstanding at any timeone time outstanding; and (xivx) all premiums Indebtedness owing by the Borrower or any Guarantor to another such person; (if any)xi) Guarantees of Indebtedness permitted under this Agreement; and (xii) Indebtedness of subsidiaries created or acquired in connection with a Permitted Acquisition, interest (including post-petition interest)to the extent such Indebtedness existed on the date of such Permitted Acquisition, feeswas not created in anticipation thereof and a schedule of such Indebtedness has been provided to the Agent and the incurrence thereof would not cause an Event of Default, expensesbut not the extension, charges and additional renewal or contingent interest refunding thereof, unless any such extension, renewal or refunding is on obligations described in clauses (i) through (xiii) aboveterms that are not materially disadvantageous to the Agent or the Lenders as compared to the original Indebtedness.

Indebtedness. The Neither Borrower will not contractnor Parent shall incur, create, incurassume, assume become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtednessindebtedness for borrowed money, except: reimbursement or payment obligations or any obligation evidenced by notes, bonds, debentures or similar instruments other than (ia) Indebtedness incurred pursuant to this Agreement and the other Credit Loan Documents; ; (iib) Indebtedness under Interest Rate Protection Agreements entered into with respect indebtedness to other Indebtedness permitted under this Section 10.04 so long as the entering into Parent or any of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii)its Subsidiaries; provided that any such indebtedness to Parent or any of its Subsidiaries shall be subordinated to the Liabilities on terms and conditions reasonably satisfactory to the Bank; (c) indebtedness (including, without limitation, capital lease obligations) secured by liens permitted by clause (vii) of Section 4(j) in no event shall the an aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) not to exceed $5,000,000 750,000 at any one time outstanding; ; (ivd) Indebtedness under a Permanent Term Loan; (v) Indebtedness indebtedness outstanding on the Closing Date date hereof and listed on Schedule 10.04(v) (“Existing Indebtedness”) II hereto and any subsequent extensionrefinancings, renewal refundings, renewals or refinancing extensions thereof (without any increase in the principal amount thereof and any shortening of the maturity of any principal amount thereof) except that Borrower and Parent may amend the indebtedness listed on Schedule II to (i) modify the manner, calculations or mechanics by which amounts thereunder are payable in capital stock of Parent and (ii) extend the maturity of all or any portion of the indebtedness evidenced thereby; provided that (e) unsecured indebtedness not to exceed $500,000 in the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the any time of any such extension, renewal or refinancing, plus accrued and unpaid interest and cash fees and expenses outstanding; (including premiumf) incurred in connection with such renewal, replacement or extension; provided, however, that such refinancing Indebtedness: (y) has a Weighted Average Life to Maturity at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinanced; (vi) Investments permitted indebtedness under Section 10.05 to the extent constituting Indebtedness; (vii) Indebtedness incurred Rate Contracts entered in the ordinary course of business in respect of netting servicesorder to mitigate interest rate, overdraft protections, employee credit card programs, automatic clearinghouse arrangements and other similar services in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft currency or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities risks and are not for speculative purposes; purposes with respect to the Term Loan; (ixg) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other guarantee obligations of a like nature, all in Parent with respect to the ordinary course obligations of business; any Subsidiary of Parent; (xh) Contingent Obligations guarantee obligations of Borrower with respect to insurers required in connection with worker’s compensation the obligations of IM Brands and other insurance coverage incurred in JR Licensing to the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension Bank and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any time; and (xiv) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) aboveindebtedness to the Bank.”

Indebtedness. The Borrower will not contractIssuer Parties shall not, nor shall they permit any of their Subsidiaries to, create, incurincur or assume, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, exceptexcept the following: (i) Indebtedness incurred pursuant to this Agreement under the Notes and the other Credit Transaction Documents; (ii) Indebtedness under Interest Rate Protection Agreements entered into with respect outstanding on the date hereof or that may be incurred pursuant to other Indebtedness permitted under this Section 10.04 so long as commitments existing on the entering into of such Interest Rate Protection Agreements are bona fide hedging activities date hereof and are not for speculative purposes; listed on Schedule 9(a) to the Disclosure Letter and any refinancings, replacements, refundings, renewals or extensions thereof (iii) Indebtedness of the Borrower evidenced by Capitalized Lease Obligations and purchase money Indebtedness (including obligations in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii“Refinancing Indebtedness”); provided that in no event shall (A) the aggregate principal amount of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does is not increase from that amount outstanding increased at the time of any such extensionrefinancing, replacement refunding, renewal or refinancingextension except by an amount equal to a reasonable premium or other reasonable amount paid, plus accrued and unpaid interest and cash fees and expenses (including premium) incurred reasonably incurred, in connection with such renewalrefinancing and by an amount equal to any existing commitments unutilized thereunder, replacement or extension; provided, however, that such refinancing Indebtedness: (yB) has a (I) the Weighted Average Life to Maturity at the time of such refinancing Refinancing Indebtedness is incurred which is not less shorter than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; refinanced and (zII) to the extent maturity of such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Refinancing Indebtedness is subordinated or pari passu to not earlier than 91 days after the Term Loans at least to Maturity Date (or, if earlier, the same extent as stated maturity of the Indebtedness being extendedrefinanced), renewed (C) the direct or any contingent obligor (or Persons that may be required to become direct or contingent obligors) with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension, (D) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations or any Guarantees thereof, such Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Investors as those contained in the documentation governing the Indebtedness being refinanced as determined by the Notes Agent (acting at the direction of the Required Investors) and the Issuer in their good faith judgment and (E) such Refinancing Indebtedness shall not have greater guarantees or security than the Indebtedness being refinanced; (iii) Indebtedness incurred pursuant to the Pari Passu Loan Documents in connection with the fee deferrals granted in accordance with the Third Amendment to Marriott License Agreement effective as of the date hereof; (iv) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 9(b)(ix); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $1,100,000; (v) Unsecured Indebtedness of (i) any Issuer Party to any other Issuer Party, (ii) any Issuer Party to any Subsidiary that is not an Issuer party, (iii) any Subsidiary that is not an Issuer Party to any Issuer Party in connection with an Investment permitted under the provisions of Section 9(f)(iii)(iv) or Section 9(f)(xv), and (iv) any Subsidiary that is not an Issuer Party to any other Subsidiary that is not an Issuer Party; provided, in each case, that such indebtedness shall be on terms (including subordination terms) acceptable to the Investors; (vi) Investments Guarantees of Sonder Holdings or any Issuer Party in respect of Indebtedness otherwise permitted under Section 10.05 to the extent constituting Indebtednesshereunder of any Issuer Party; (vii) [reserved]; (viii) obligations (contingent or otherwise) existing under any Swap Contract, provided that (i) such obligations are existing as of the Closing Date, (ii) such obligations were entered into by such Person in the ordinary course of business and consistent with past practice for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party. (ix) [reserved]; (x) [reserved]; (xi) unsecured Indebtedness in an aggregate principal amount not to exceed (A) $26,400,000 in respect of past due rent payments or past due accounts payable and (B) $500,000 in respect of other unsecured Indebtedness, in each case at any time outstanding; (xii) Indebtedness incurred pursuant to the Subordinated Note Documents in effect as of the date hereof (including any refinancings, replacements, refundings, renewals or extensions thereof, provided that (A) the amount of such Indebtedness is not increased at the time of such refinancing, replacement 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, (B) (I) the Weighted Average Life to Maturity of such Refinancing Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of the Indebtedness being refinanced and (II) the maturity of such Refinancing Indebtedness is not earlier than 91 days after the Maturity Date (or, if earlier, the stated maturity of the Indebtedness being refinanced), (C) the direct or any contingent obligor (or Persons that may be required to become direct or contingent obligors) with respect thereto is not changed, as a result of or in connection with such refinancing, replacement refunding, renewal or extension, (D) such Refinancing Indebtedness shall be subordinated in right of payment to the Obligations on terms at least as favorable to the Investors as those contained in the documentation governing the Indebtedness being refinanced as determined by the Notes Agent (acting at the direction of the Required Investors) and the Issuer in their good faith judgment and (E) such Refinancing Indebtedness shall not have greater guarantees or security than the Indebtedness being refinanced); (xiii) [reserved]; (xiv) Indebtedness which may be deemed to exist pursuant to any Guarantees, performance, statutory or similar obligations (including in connection with workers’ compensation) or obligations in respect of letters of credit, surety bonds, bank guarantees or similar instruments related thereto incurred in the ordinary course of business and consistent with past practice, or pursuant to any appeal obligation, appeal bond or letter of credit in respect of netting services, overdraft protections, employee judgments that do not constitute an Event of Default under Section 7(h)(i) of the Notes; (xv) Indebtedness incurred with corporate credit card programs, automatic clearinghouse arrangements cards not exceeding $500,000 in the aggregate at any time outstanding; (xvi) [reserved]; (xvii) Indebtedness secured by L▇▇▇▇ permitted by Section 9(b)(xxv); (xviii) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business and other similar services in connection consistent with past practice; (xix) Indebtedness arising from customary cash management and deposit accounts treasury services, and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, including in each case, obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; (xii) (x) severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of the Borrower; (xiii) additional Indebtedness of the Borrower not to exceed $500,000 in aggregate principal amount outstanding at any timefunds; and (xivxx) all premiums (if anyIndebtedness for reimbursement obligations under letters of credit, so long as such Indebtedness shall not exceed, when taken together with the then outstanding principal amount of Indebtedness incurred pursuant to Section 9(a)(xvii), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xiii) above$52,000,000 at any time outstanding.

Indebtedness. The Borrower will not contractIncur, create, incur, assume or suffer permit to exist any Indebtedness, except: (ia) Indebtedness incurred pursuant to this Agreement for borrowed money existing on the date hereof in an aggregate principal amount not in excess of $100,000; (b) Indebtedness created hereunder and under the other Credit Loan Documents; (iic) Indebtedness in the case of the Guarantors, the Guarantees under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities Guaranty Agreement and are not for speculative purposesthe Senior Note Agreement and any Refinancing Note Agreement; (iiid) Indebtedness in the case of the Borrower evidenced by Capitalized Lease Obligations Borrower, the Senior Notes and purchase money Indebtedness (including obligations Refinancing Notes in respect of mortgages, industrial revenue bonds, industrial development bonds and similar financings) described in Section 10.01(vii); provided that in no event shall the an aggregate principal amount not in excess of Capitalized Lease Obligations and the principal amount of all such Indebtedness incurred or assumed in each case after the Closing Date permitted by this clause (iii) exceed $5,000,000 at any one time outstanding; (iv) Indebtedness under a Permanent Term Loan; (v) Indebtedness outstanding on the Closing Date and listed on Schedule 10.04(v) (“Existing Indebtedness”) and any subsequent extension, renewal or refinancing thereof; provided that the aggregate principal amount of the Senior Notes redeemed using the net proceeds of such Refinancing Notes; provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Refinancing Notes shall be issued (and no Indebtedness to shall be extended, renewed or refinanced does not increase from that amount outstanding at incurred under any Refinancing Note Agreement) unless: (i) concurrently with the time issuance of any Refinancing Notes, Senior Notes in a principal amount equal to the principal amount of such extensionRefinancing Notes shall have been redeemed and canceled, renewal or refinancingat a price not in excess of 100% of the principal amount thereof (plus any premium in respect of such redemption to the extent paid with the proceeds of the contemporaneous issuance of Common Units of the Parent), plus accrued (ii) the terms of the Refinancing Notes and unpaid interest and cash fees and expenses the Refinancing Note Agreement shall be reasonably satisfactory to the Required Lenders (including premium) incurred in connection with such renewal, replacement or extension; provided, however, that the terms of the Refinancing Notes and the Refinancing Note Agreement shall be deemed to be satisfactory to the Required Lenders if the Refinancing Notes are issued with substantially the same terms as the Senior Notes (other than any changes thereto that are not adverse in any respect to the interests of the Lenders)), (iii) the interest rate of the Refinancing Notes shall be a fixed, non-increasing interest rate per annum not in excess of the rate payable in respect of the Senior Notes, payable on a principal amount of the Refinancing Notes not in excess of the gross proceeds of the sale thereof and interest on the Refinancing Notes shall be payable not more frequently than interest is payable on the Senior Notes and (iv) the Refinancing Notes shall mature not earlier than the maturity date of the Senior Notes and shall not have a shorter weighted average maturity than the Senior Notes. Notwithstanding anything contained in this Section 10.1(d) to the contrary, the Borrower may incur Indebtedness in the form of Refinancing Notes the net proceeds of which are used to refinance the Senior Note Payments; provided that (i) the aggregate principal amount of such refinancing Indebtedness: notes shall not exceed the principal amount of the Senior Note Payments being refinanced thereby, (yii) has a Weighted Average Life to Maturity such notes shall mature not earlier than the date that is two years after the Termination Date, and (iii) such notes would not violate the provisions of the Senior Note Agreement or any Refinancing Note Agreement at the time such refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced; and (z) to the extent such refinancing Indebtedness extends, renews or refinances Indebtedness subordinated or pari passu to the Term Loans, such refinancing Indebtedness is subordinated or pari passu to the Term Loans at least to the same extent as the Indebtedness being extended, renewed or refinancedin effect; (vie) Investments permitted under Section 10.05 [Intentionally Omitted] (f) [Intentionally Omitted] (g) Indebtedness of the Borrower or any Wholly-Owned Subsidiary to any Subsidiary or the extent constituting IndebtednessBorrower, as the case may be; (viih) Indebtedness incurred in of the ordinary course Borrower and its Subsidiaries owed to any Person providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person; (i) Indebtedness of business the Borrower or its Subsidiaries in respect of netting servicesperformance bonds, overdraft protectionsbid bonds, employee credit card programsappeal bonds, automatic clearinghouse arrangements surety bonds and other similar services obligations, in connection with cash management and deposit accounts and Indebtedness in connection with the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds each case provided in the ordinary course of business, including in each casethose incurred to secure health, safety and environmental obligations under any Treasury Services Agreements; (viii) Indebtedness in respect of Hedging Agreements so long as the entering into of such Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (ix) Contingent Obligations for customs, stay, performance, appeal, judgment, replevin and similar bonds and suretyship arrangements, and completion guarantees and other obligations of a like nature, all in the ordinary course of business, and any extension, renewal or refinancing thereof to the extent not provided to secure the repayment of other Indebtedness and to the extent that the amount of refinancing Indebtedness is not greater than the amount of Indebtedness being refinanced; (x) Contingent Obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (xij) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, ; provided that such Indebtedness is extinguished within two (2) Business Days of its incurrence; (xiik) Indebtedness of a Subsidiary acquired after the date hereof and Indebtedness of a corporation merged or consolidated with or into the Borrower or any Subsidiary after the date hereof, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or conversion into a Subsidiary and is not created in contemplation of such event and where such acquisition, merger or consolidation is otherwise permitted by this Agreement; provided that the aggregate principal amount of Indebtedness under this paragraph (xk) severanceshall not at any time exceed $5,000,000; (l) Indebtedness incurred, pension issued or assumed by the Borrower (i) to finance the acquisitions, improvements or repairs (to the extent such improvements and health repairs may be capitalized on the books of the Borrower in accordance with GAAP) of, or additions to, the property and welfare retirement benefits assets of the Borrower, or (ii) to replace, extend, renew, refund or refinance any such Indebtedness; provided that: (i) the equivalent thereof aggregate principal amount of Indebtedness incurred in connection with any such replacement, extension, renewal, refunding or refinancing shall not exceed the outstanding principal amount of Indebtedness so replaced, extended, renewed, refunded or refinanced; (ii) the aggregate principal amount of Indebtedness incurred under this clause (l) and outstanding at any time shall not exceed (A) $25,000,000 plus (B) an amount equal to current the aggregate net proceeds received by the Borrower as consideration for the issuance by the Borrower of additional partnership interests or as a capital contribution in each case for the purpose of financing such acquisitions, improvements, repairs or additions less (C) any amount of excess proceeds used to permanently reduce the Commitments pursuant to Section 4.5; (iii) such Indebtedness is secured by a Lien on the property or assets so acquired, improved or repaired and former employees does not include a negative pledge on any other assets of the Borrower or its Subsidiaries; (m) obligations described under clause (j) of the definition of "Indebtedness" in an aggregate stated amount at any time outstanding, not in excess of $5,000,000; (n) obligations under Commodity Hedging Agreements respecting actual volumes of propane inventory of the Borrower incurred in the ordinary course of business, and (y) Indebtedness representing deferred compensation or stock-based compensation to employees of accordance with the Borrower's commodity hedging policy, previously approved by the Lenders; (xiiio) additional Indebtedness incurred in connection with Hedging Agreements entered into with respect to the Parent, the Borrower or any Subsidiary with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (p) Indebtedness incurred in connection with Swap Agreements entered into with respect to the Parent, the Borrower or any Subsidiary (other than Hedging Agreements permitted pursuant to Section 10.1(o)) in an aggregate amount not to exceed $15,000,000 (valued at the termination value thereof computed in accordance with a method approved by the International Swap Dealers Association and agreed to by such Person in the applicable Swap Agreement, if any) on any date of determination; and (q) other unsecured Indebtedness of the Borrower not to exceed $500,000 in an aggregate principal amount outstanding at any timetime outstanding not in excess of $5,000,000; and (xiv) all premiums (provided, however, that no Indebtedness may be incurred, created, assumed or permitted to exist if any)such insurance, interest (including post-petition interest)creation, fees, expenses, charges and additional assumption or contingent interest on obligations described existence would violate the provisions of the Senior Note Agreement or any Refinancing Note Agreement at the time in clauses (i) through (xiii) aboveeffect.